Common use of Inspection of Property; Books and Records; Discussions Clause in Contracts

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes to visit and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of Default has occurred and is continuing, the Company, upon the request of any holder, shall provide copies of such records to such holder or such holder's representatives.

Inspection of Property; Books and Records; Discussions. The Company Each Borrower shall, and shall permit and cause each of the Company's Material its Subsidiaries to permitto, permit any authorized representative(s) designated by any holder of the Notes Agent to visit and inspect inspect, whether by access to such Borrower's and its Subsidiaries' MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesProperty, to examine, audit, check and make copies of their its respective financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers officers, management personnel, and their independent certified public accountants (and with the U.S. Borrower having the right to be present at any meeting with such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiariesaccountants), all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each Lender (or representatives designated by it) shall have the access and audits rights described in the preceding sentence from and after the occurrence and during the continuance of an Event of Default. Each such visitation and inspection (i) subject to clause (ii) below by or on behalf of any holder shall, unless occurring at a time when an Event of Default Lender shall be continuing, be at such holders Lender's expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Agent shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the CompanyU.S. Borrower's expense. The Company Each Borrower shall keep and maintain, and cause each of the Company's Material its Subsidiaries to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrowers, upon the request Agent's request, shall, and shall cause each of their Subsidiaries to, turn over any holdersuch records to the Agent or its representatives; provided, shall provide however, that the Borrowers may, in their discretion, retain copies of such records records. Notwithstanding the foregoing, the Agent and Lenders shall not have such rights to make the aforesaid visits and inspections with respect to Joint Ventures if the joint venture agreement between or among the joint venture parties does not permit the U.S. Borrower or its Subsidiary which is a joint venture party with respect to a given Joint Venture to have such access to such holder or such holderJoint Venture's representativesProperty.

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes to visit and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of Default has occurred -30- and is continuing, the Company, upon the request of any holder, shall provide copies of such records to such holder or such holder's representatives.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the CompanyBorrower's Material Subsidiaries, the FTB Group and the Excluded Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent or any holder of the Notes Lender to visit and inspect any of the properties of the Company Borrower or any of its Material such Subsidiaries, members of the FTB Group or Excluded Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby or by the Xxxxxxxx Acquisition (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder the Administrative Agent any and all financial statements and other supporting financial documents with respect to the business, financial conditions condition and other affairs of the Company Borrower and its Subsidiaries, the FTB Group and the Excluded Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such , as often as may be reasonably requested; PROVIDED, HOWEVER, that the Borrower's obligation to reimburse the Administrative Agent and the Lenders for reasonable costs and expenses incurred in connection with such inspections and audits in the preceding sentence shall be limited to no more than one (i1) subject to clause (ii) below on behalf of inspection during any holder shall, unless occurring calendar year if such inspections are conducted at a time when an Event of no Default or Unmatured Default shall be have occurred and is continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Borrower shall keep and maintain, and cause each of its Subsidiaries, FTB and the Company's Material Excluded Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of a Default has occurred and is continuing, the CompanyBorrower, upon the request Administrative Agent's request, shall turn over or make available copies of any holder, shall provide copies of such records to the Administrative Agent or its representatives; PROVIDED, that if no Default shall have occurred and is continuing, the Administrative Agent or its representatives, as applicable, shall return such holder or such holder's representativesrecords to the Borrower.

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes to visit and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, Keep proper books of record records and account in which full, true and correct entries in conformity in all material respects with Agreement Accounting Principles GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to their respective businesses its business and activities. If an Event ; and permit representatives of the Agent and/or each Bank, including, without limitation, any consulting/accounting firm, auditors, appraisers or other professionals engaged by the Agent and/or such Bank to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable notice and at any reasonable time during normal business hours; provided, however that unless a Default has shall have occurred and is be continuing, such visits shall not exceed more than two (2) per year, and to discuss the Companybusiness, upon operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants. The Borrower and the Guarantor shall, at the request of the Agent and/or any holderBank, each take all steps necessary to facilitate any such inspection, audit, appraisal and/or verification and, without limiting the generality of the foregoing, shall each use its best efforts to cause its employees to cooperate with the Agent and/or any such Bank in this regard, and the Agent and/or any such Bank shall use reasonable efforts not to disrupt the day-to-day business of the Borrower and/or the Guarantor. The Agent and the Banks agree to take appropriate measures to protect any proprietary and/or confidential information of the Borrower and its Subsidiaries consistent with the Agent's and such Bank's internal policies and procedures with respect to the maintenance of customer's confidential information. The Agent may, from time to time, engage a consulting/accounting firm, auditors, appraisers and/or other professionals to conduct a review of the operations of the Borrower and Subsidiaries or to assist the Agent in connection with the exercise or enforcement of any right, power, privilege or remedy under this Agreement, the Loan Documents and/or applicable law. Upon request, the Agent shall provide copies the Borrower with such reasonable assurances that such other professionals shall adhere to the aforementioned policies and procedures regarding customer confidential information. The reasonable costs of any such reviews shall be paid by the Borrower upon demand. In addition to the foregoing, the Borrower and Guarantor agree that the Agent shall be permitted to conduct Asset based audits twice each calendar year upon reasonable notice from the Agent to the Borrower; the costs of such records audits to such holder or such holder's representativesbe paid by the Borrower.

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company's Material ’s Significant Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent (which may include representatives of any holder Lender) or, after the occurrence and during the continuation of the Notes any Default, any Lender, to visit and inspect any of the properties of the Company or any of its Material Significant Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)officers, all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, as often as may be reasonably requested, provided, that unless occurring at a time when an Event of Default shall have occurred and be continuing, be at such holders expense and no more than one (ii1) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar per year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at by the Required Holders or such holder's expense; all other such inspections, visitations and audits Administrative Agent shall be at the Company's ’s expense. Notwithstanding anything to the contrary, nothing in this Agreement will require the Company or any Subsidiary to disclose, permit the inspection, examination or making copies of, or discussion of, any document, information or other matter, or provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by law or binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that in the event that the Company does not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this sentence relating to violation of any obligation of confidentiality, the Company shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality). The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account on a consolidated basis in which entries in material conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. The Company shall cause each of its Significant Subsidiaries to keep and maintain, in all material respects, proper books of record and account. If an Event of a Default has occurred and is continuing, the Company, upon the request of any holderAdministrative Agent’s request, shall provide copies of such records to such holder the Administrative Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The Company Permit the Agent and each Lender, through their authorized attorneys, accountants and representatives (a) at all reasonable times upon reasonable prior written notice (which notice shall permit not be required upon the occurrence and cause each during the continuance of an Event of Default) and during normal business hours, upon the request of the Company's Material Subsidiaries Agent or such Lender, to permitexamine each Credit Party’s books, any authorized representative(saccounts, records, ledgers and assets and properties; (b) designated from time to time, during normal business hours upon reasonable prior written notice (which notice shall not be required upon the occurrence and during the continuance of an Event of Default), upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and Inventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, such audits and appraisals to be completed by an appraiser as may be selected by the Agent and consented to by the Borrower (such consent not to be unreasonably withheld), with all reasonable and invoiced out-of-pocket costs and expenses of such audits to be reimbursed by the Credit Parties, provided that so long as no Event of Default or Default exists, the Borrower shall not be required to reimburse the Agent for such audits or appraisals more frequently than once each Fiscal Year; (c) during normal business hours and at their own risk, to enter onto the real property owned or leased by any holder Credit Party to conduct inspections, investigations or other reviews of the Notes to visit such real property; and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and d) at such reasonable times during normal business hours. Such inspections hours upon reasonable prior written notice (which notice shall not be required upon the occurrence and audits in during the preceding sentence (i) subject to clause (ii) below on behalf continuance of any holder shall, unless occurring at a time when an Event of Default shall be continuingDefault) and at reasonable intervals, be at such holders expense and (ii) by or on behalf to visit all of the Required Holders or any holder owning at least 30% of Credit Parties’ offices, discuss each Credit Party’s respective financial matters with their respective officers, as applicable, and, by this provision, the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintainBorrower authorizes, and will cause each of the Company's Material its respective Subsidiaries to keep authorize, its independent certified or chartered public accountants to discuss the finances and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of Default has occurred and is continuing, the Company, upon the request affairs of any holder, shall provide copies Credit Party and examine any of such Credit Party’s books, reports or records to held by such holder or such holder's representativesaccountants.

Inspection of Property; Books and Records; Discussions. The Company (a) Each Borrower shall permit permit, and shall cause each of the Companysuch Borrower's Material Subsidiaries to permit, any authorized representative(s) designated by the Administrative Agent or any holder of the Notes Lender to visit and inspect any of the properties Properties of the Company such Borrower or any of its Material Subsidiariessuch Subsidiary, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby and by the Transaction Documents (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the businessaccountants, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections All costs and audits in expenses incurred by the preceding sentence (i) subject to clause (ii) below on behalf Administrative Agent or, after the occurrence and during the continuance of any holder shall, unless occurring at a time when an Default or Event of Default Default, any Lender, in each case as a result of such inspection, audit or examination conducted pursuant to this Section 8.06 shall be continuing, be at such holders expense and paid by the Borrowers. ------------ (iib) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Each Borrower shall keep and maintain, and shall cause each of the Companysuch Borrower's Material Subsidiaries to keep and maintain, in all material respects, respects proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrowers, upon the request of any holderAdministrative Agent's request, shall provide promptly turn over true, correct and complete copies of all such records to such holder the Administrative Agent or such holder's any of its representatives.

Inspection of Property; Books and Records; Discussions. The Company At any reasonable time during normal business hours and from time to time with at least three (3) Business Days’ prior notice, or at any time if a Default or Event of Default shall permit have occurred and be continuing, each Credit Party shall, and shall cause each of the Company's Material its Subsidiaries to permitto, permit any authorized representative(s) designated by any holder of the Notes Agent to visit and inspect any of the properties of the Company or any of its Material Subsidiariesassets, to examine, audit, check and make copies of their respective its financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their its respective businesses or the transactions contemplated hereby by the Loan Documents (including, without limitation, including in connection with environmental compliance, hazard or liability, subject to preservation liability or insurance programs and in connection with the filing of the attorney-client privilegeany Tax Returns), and to discuss their its affairs, finances and accounts with their its officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable notice and at such reasonable times during normal business hours. Such The visitations and/or inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Agents shall be at the Required Holders or such holder's Borrower’s expense; all other such inspectionsprovided, visitations however, that so long as no Default or Event of Default has occurred and audits is continuing, no more than one (1) visitation or inspection per Credit Party shall be at the Company's expensemade in any Fiscal Year. The Company shall keep and maintainEach Credit Party shall, and shall cause each of the Company's Material its Subsidiaries to to, keep and maintain, maintain in all material respectsrespects proper, proper complete and accurate books of record and account account, in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and financial transactions and the assets and business of such Credit Party or Subsidiary in relation to their respective its businesses and activities, including transactions and other dealings with respect to the Collateral. In addition, until all Applicable Tax Returns due have been filed, the Revolving Agent and/or the Administrative Agent may, at the Borrower’s expense, conduct tax Lien searches as to any Credit Party or any Subsidiary of a Credit Party, from time to time and in such Agent’s sole discretion, which is anticipated to be no less frequently than monthly. If an Event of Default has occurred and is continuingcontinuing and the Loans have been accelerated, the CompanyBorrower, upon the request of any holderAgent’s request, shall provide copies of any such records to such holder Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the CompanyBorrower's Material Subsidiaries to permit, any authorized representative(s) designated by the Agent or any holder of the Notes Lender to visit and inspect any of the properties of the Company Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby or by the Acquisitions (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect it being understood that (i) the right of inspection is subject to the businessconfidentiality limitation set forth in Section 9.4 hereof, financial conditions (ii) the Agent and other affairs the Lenders may speak with the Borrower's certified public accountants so long as a representative of the Company Borrower is present, but not otherwise, and its Subsidiaries(iii) Borrower will make a representative present for such a discussion at the reasonable request of the Agent or any Lender), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an as often as may be reasonably requested; provided, that while no Event of Default shall be continuingexists, be at such holders expense and (ii) by or on behalf all of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, foregoing shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at joint expense of the Company's expenseLenders. The Company Borrower shall keep and maintain, and cause each of the CompanyBorrower's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrower, upon the request of the Agent or any holderLender, shall provide copies of turn over any such records to the Agent, such holder Lender, or such holder's their respective representatives.

Inspection of Property; Books and Records; Discussions. The Company Except for information and records which the Borrower may not under Applicable Law disseminate or disclose to the Administrative Agent and/or the Lenders, the Borrower, its Restricted Subsidiaries and its Affiliates shall permit and cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by the Administrative Agent and/or any holder of the Notes Lenders to visit and visit, to conduct a field audit or to otherwise inspect any of the properties of the Company or any of Borrower's, its Material Restricted Subsidiaries' and/or its Affiliates' respective properties, to examine, audit, check and make copies of including their respective financial and accounting records, booksand to make copies and take extracts therefrom, journalsand to discuss the Borrower's, ordersits Restricted Subsidiaries' and/or Affiliates' respective affairs, receipts finances and accounts with the Administrative Agent's and the Lenders' officers, employees, representatives or independent certified public accountants, upon reasonable notice and during normal business hours. All information furnished to the Administrative Agent and/or the Lenders shall be received and maintained by the Administrative Agent and the Lenders in strict confidence and in accordance with Applicable Law, and they shall not disseminate said information to any correspondence Person for so long as said information has or retains a confidential or proprietary nature, except where required by and in accordance with Applicable Law, or pursuant to subpoena or other data relating to their respective businesses legal process or where contemplated by the transactions contemplated hereby Loan Documents (including, without limitation, in connection with environmental compliance, hazard the enforcement of any rights or liability, subject to preservation remedies thereunder). Each of the attorney-client privilege)Administrative Agent and the Lenders agrees that it shall not take any action or omit to take any action which would cause or result in the violation of Applicable Law (including without limitation, and to discuss their affairsany export control law) by the Borrower, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company its Restricted Subsidiaries and its Subsidiaries), all upon reasonable notice Affiliates. Each such visitation and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below inspection by or on behalf of any holder shall, unless occurring at a time when the Administrative Agent and/or the Lenders after the occurrence and during the continuance of an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holderBorrower's expense; all other such inspections, visitations own reasonable cost and audits shall be at the Company's expense. The Company shall keep and maintainBorrower shall, and shall cause each of the Company's Material its Restricted Subsidiaries and its Affiliates, to keep and maintain, in all material respects, proper books of record and account records and accounts in which entries in conformity accordance with Agreement Accounting Principles shall be made of all dealings GAAP and transactions in relation to their respective businesses and activities. If an Event of Default has occurred and is continuing, the Company, upon the request of any holder, shall provide copies of such records to such holder or such holder's representativesApplicable Law.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the CompanyBorrower's Material Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent or any holder of the Notes Lender to visit and inspect any of the properties of the Company Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder the Administrative Agent any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company Borrower and its Material Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits described in the preceding sentence (i) subject to clause (ii) below by or on behalf of any holder Lender shall, unless occurring at a time when an Event of a Default shall be continuing, be at such holders Lender's expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the NotesAdministrative Agent, other than the first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holderAdministrative Agent's expense; all other such inspections, inspections and visitations and audits shall be at the CompanyBorrower's expense. The Company Borrower shall keep and maintain, and cause each of the CompanyBorrower's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of a Default has occurred and is continuing, the CompanyBorrower, upon the request of any holderAdministrative Agent's request, shall provide copies of such records to such holder the Administrative Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The (a) Holdings and the Company shall permit permit, and shall cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes Lender to visit and inspect any of the properties Properties of the Company such Person or any of its Material Subsidiariessuch Subsidiary, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby and by the Transaction Documents (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the businessaccountants, financial conditions and other affairs of the Company and its Subsidiaries), all in each case upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such All costs and expenses reasonably incurred by Lender as a result of such inspection, audit or examination conducted pursuant to this Section 8.06 shall be paid by the Company. It is presently anticipated that four (4) such inspections and audits will take place in each Fiscal Year, provided that this sentence shall in no way limit the preceding sentence right of Lender to conduct greater or fewer inspections during such time period. (ib) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense Holdings and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and shall cause each of the Company's Material its respective Subsidiaries to keep and maintain, in all material respects, respects proper books of record and account in which entries consistent with past practices or otherwise in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the Company, upon the request of any holderLender's request, shall provide promptly turn over true, correct and complete copies of all such records to such holder Lender or such holder's any of its representatives.

Inspection of Property; Books and Records; Discussions. The Company (a) Borrower shall, and shall permit and cause each of the Company's Material Subsidiaries to permitCredit Party Entity to, permit any authorized representative(s) designated by any holder of the Notes Administrative Agent to visit and inspect inspect, whether by access to Credit Party Entities’ MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesProperty, to examine, audit, check and make copies of their its respective financial and accounting records, books, journals, orders, Credit Agreement receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers officers, management personnel, and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents in the presence, or with respect to the businessconsent of, financial conditions and other affairs a Financial Officer of the Company and its SubsidiariesBorrower or NMHG Holding), all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each such visitation and audits in the preceding sentence (i) subject to clause (ii) below on behalf of inspection shall be at Borrower’s expense provided, however, that Collateral field examinations at Borrower’s expense may be conducted no more frequently than annually or at any holder shall, unless occurring at a time when an Event of Default shall be has occurred and is continuing, be at such holders expense and . (iib) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Borrower shall keep and maintain, and cause each of the Company's Material Subsidiaries Credit Party Entity to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrower, upon the request of Administrative Agent’s request, shall, and shall cause each Credit Party Entity to, turn over any holdersuch records to the Administrative Agent or its representatives; provided, shall provide however, that Borrower may, in its discretion, retain copies of such records records. (c) Borrower will, at all times from and after the date hereof, mxxx the original copy of all chattel paper with a legend describing the Administrative Agent’s security interest therein and shall take all other actions required by the applicable Security Agreements with respect to chattel paper, and Borrower will hold in trust and safely keep such holder chattel paper so legended at locations which are either (i) owned by Borrower or such holder's representatives(ii) leased by Borrower and with respect to which a Collateral Access Agreement has been executed.

Inspection of Property; Books and Records; Discussions. The Company (a) Barneys shall permit permit, and shall cause each of the Company's Material Subsidiaries other members of the Barneys Group to permit, any authorized representative(s) designated by the Administrative Agent or any holder of the Notes Lender to visit and inspect any of the properties Properties of the Company such Person or any of its Material Subsidiariessuch member, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby and by the Loan Documents (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the businessaccountants, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections All costs and audits in expenses incurred by the preceding sentence (i) subject to clause (ii) below on behalf Administrative Agent or, after the occurrence and during the continuance of any holder shall, unless occurring at a time when an Event of Default Default, any Lender, in each case as a result of such inspection, audit or examination conducted pursuant to this Section 8.06 shall be continuing, be at such holders expense and paid by the Borrowers. (iib) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Barneys shall keep and maintain, and shall cause each the other members of the Company's Material Subsidiaries Barneys Group to keep and maintain, in all material respects, respects proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrowers, upon the request of any holderAdministrative Agent's request, shall provide promptly turn over true, correct and complete copies of all such records to such holder the Administrative Agent or such holder's any of its representatives. (c) Barneys shall cause the Inventory and the other Collateral referred to in the definition of "Borrowing Base"of each member of the Barneys Group to be appraised by an independent appraiser and to be audited by a field auditor, in each case satisfactory to the Administrative Agent, once every two months, provided that if an Event of Default has occurred and is continuing, Barneys shall cause the Inventory to be appraised more frequently by such appraiser if the Administrative Agent so requests.

Inspection of Property; Books and Records; Discussions. The Company Aviation Sales shall permit permit, and shall cause each of the Company's Material their respective Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any holder of the Notes Lender or Holder to visit and inspect inspect, whether by access to Aviation Sales and its Subsidiaries' MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesAssets, to examine, audit, check and make copies of their respective Aviation Sales and its Subsidiaries' financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation and quarterly (or more often) examinations of the attorney-client privilegeProperties by such representatives designated by the Agent), and to discuss their affairs, finances and accounts with their officers management personnel and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each such visitation and audits in the preceding sentence inspection (i) subject to clause (ii) below by or on behalf of any holder shall, unless occurring at a time when an Event of Default Lender or Holder shall be continuing, be at such holders Lender's or Holder's expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Agent shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the CompanyLessee's expense. The Company Aviation Sales shall keep and maintain, and cause each of the Company's Material its Subsidiaries to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Properties. If an Event of Default has occurred and is continuing, continuing and the CompanyLoans or Holder Fundings or Lease obligations have been accelerated, upon the Agent's request in connection with efforts to enforce the rights and remedies of the Agent, the Lenders, the Holders or the Lessor, Aviation Sales shall turn over, and cause each of its Subsidiaries to turn over, any holdersuch records requested by the Agent to the Agent or its representatives; PROVIDED, shall provide HOWEVER, that Aviation Sales may, in its discretion, retain copies of such records; and PROVIDED FURTHER that unless such records relate to any Property, Aviation Sales and its Subsidiaries may deliver copies (as opposed to originals) of such records to such holder the Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes Administrative Agent to visit and inspect (including the collection of samples) any of the properties assets of the Company or any of its Material SubsidiariesBorrower, to examine, audit, check and make copies of their respective its financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses its business or the transactions contemplated hereby by the Loan Documents (including, without limitation, including in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their its affairs, finances and accounts with their its officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such The visitations and/or inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Administrative Agent shall be at the Required Holders or such holderBorrower's expense; all other PROVIDED that unless an Event of Default shall have occurred and is continuing, the Borrower shall not be obligated for more than two (2) such inspections, visitations and audits shall be at and/or inspections by or on behalf of the Company's expenseAdministrative Agent during any Fiscal Year of the Borrower. The Company Borrower shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, maintain in all material respects, proper respects complete and accurate books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses its business and activities, including transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Loans have been accelerated, the CompanyBorrower, upon the request of any holderAdministrative Agent's request, shall provide copies of turn over any such records to the Administrative Agent or its representatives. If an Event of Default has occurred and is continuing and the Administrative Agent shall so request, the Borrower shall obtain an appraisal of the Inventory from third-party appraisers acceptable to the Administrative Agent. Any such holder or appraisal shall be delivered to the Administrative Agent and the Collateral Agent. If an Event of Default has occurred and is continuing and the Collateral Agent shall so request, the Borrower shall obtain appraisals of the Equipment and other assets from third-party appraisers acceptable to the Collateral Agent. Any such holder's representativesappraisals shall be delivered to the Collateral Agent.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the Company's Material Borrower’s Subsidiaries to permit, the Administrative Agent (or its Affiliates) or any authorized representative(s) designated by any holder the Administrative Agent consisting of (1) employees of one or more of the Notes other Lenders (or their Affiliates), (2) financial advisors or financial consultants, including, without limitation, auditors or (3) asset valuation or asset audit advisors or consultants to visit and inspect any of the properties of the Company Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company Borrower and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and ; provided no more than two such audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default or examinations shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring conducted during any calendar year or any inspections and audits occurring at a time when twelve-month period unless a Default shall be has occurred and is continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Borrower shall keep and maintain, and cause each of the Company's Material Borrower’s Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of a Default has occurred and is continuing, the CompanyBorrower, upon the request Administrative Agent’s or the Required Lenders’ request, shall turn over copies of any holder, shall provide copies of such records to such holder the Administrative Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The (a) Holdings and the Company shall permit permit, and shall cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes Agent to visit and inspect any of the properties Properties of the Company such Person or any of its Material Subsidiariessuch Subsidiary, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby and by the Transaction Documents (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the businessaccountants, financial conditions and other affairs of the Company and its Subsidiaries), all in each case upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such All costs and expenses reasonably incurred by the Agent as a result of such inspection, audit or examination conducted pursuant to this Section 8.06 shall be paid by the Company. It is presently anticipated that four (4) such inspections and audits will take place in each Fiscal Year, provided that this sentence shall in no way limit the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf right of the Required Holders Agent to conduct greater or any holder owning at least 30% of fewer inspections during such time period. (b) Holdings and the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and shall cause each of the Company's Material its respective Subsidiaries to keep and maintain, in all material respects, respects proper books of record and account in which entries consistent with past practices or otherwise in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the Company, upon the request of any holderAgent's request, shall provide promptly turn over true, correct and complete copies of all such records to such holder the Agent or such holder's any of its representatives.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit permit, and cause each of the Company's Material Subsidiaries Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any holder Lender that may request to accompany such authorized representative of the Notes Agent) to visit and inspect any of the properties of the Company or any of its Material Subsidiariesthe Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable notice and at such reasonable times during normal business hours. Such , as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections and audits in the preceding sentence shall be limited to no more than one (i1) subject to clause (ii) below on behalf of inspection during any holder shall, unless occurring twelve-month period if such inspections are conducted at a time when an Event of no Default or Unmatured Default shall be have occurred and is continuing. So long as no Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be at such holders expense and (ii) by or on behalf coordinated with an Authorized Officer of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of a Default has occurred and is continuing, the Company, upon the request Agent's request, shall turn over copies of any holder, shall provide copies of such records to such holder the Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the CompanyBorrower's Material Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any holder of the Notes Lender to visit and inspect any of the properties of the Company Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in , as often as may be reasonably requested; PROVIDED that while no Default or Unmatured Default exists, all of the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default foregoing shall be continuing, be at such holders the expense and (ii) by or on behalf of the Required Holders Agent or Lenders, as applicable; PROVIDED, FURTHER, that any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when foregoing conducted while an Unmatured Default exists which Unmatured Default is cured prior to its maturing into a Default shall be continuing, shall be at the Required Holders expense of the Agent or such holder's expense; all other such inspectionsLenders, visitations and audits shall be at the Company's expenseas applicable. The Company Borrower shall keep and maintain, and cause each of the CompanyBorrower's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of a Default has occurred and is continuing, the CompanyBorrower, upon the request of any holderAgent's request, shall provide copies of turn over any such records to such holder the Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The Company (a) Barneys shall permit permit, and shall cause each of the Company's Material Subsidiaries other members of the Barneys Group to permit, any authorized representative(s) designated by the Administrative Agent or any holder of the Notes Lender to visit and inspect any of the properties Properties of the Company such Person or any of its Material Subsidiariessuch member, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby and by the Loan Documents (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the businessaccountants, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during during, normal business hours, as often as may be reasonably requested. Such inspections All costs and audits in expenses incurred by the preceding sentence (i) subject to clause (ii) below on behalf Administrative Agent or, after the occurrence and during the continuance of any holder shall, unless occurring at a time when an Event of Default Default, any Lender, in each case as a result of such inspection, audit or examination conducted pursuant to this Section 8.06 shall be continuing, be at such holders expense and paid by the Borrowers. (iib) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Barneys shall keep and maintain, and shall cause each the other members of the Company's Material Subsidiaries Barneys Group to keep and maintain, in all material respects, respects proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrowers, upon the request of any holderAdministrative Agent's request, shall provide promptly turn over true, correct and complete copies of all such records to such holder the Administrative Agent or such holder's any of its representatives. (c) Barneys shall cause the Inventory and the other Collateral referred to in the definition of "Revolving Borrowing Base" of each member of the Barneys Group to be appraised by an independent appraiser and to be audited by a field auditor, in each case satisfactory to the Administrative Agent, once every three months, provided that if an Event of Default has occurred and is continuing, Barneys shall cause the Inventory to be appraised more frequently by such appraiser if the Administrative Agent so requests.

Inspection of Property; Books and Records; Discussions. The Company Borrowers shall, and shall permit and cause each of the Company's their respective Material Subsidiaries to permitto, permit any authorized representative(s) designated by either the Collateral Agent or any holder of the Notes Lender to visit and inspect inspect, whether by access to the Borrowers' and such Subsidiaries' MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesProperty, to examine, audit, check and make copies of their its respective financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers officers, management personnel, and their independent certified certi- fied public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each such visitation and audits in the preceding sentence inspection (i) subject to clause (ii) below by or on behalf of any holder shall, unless occurring at a time when an Event of Default Lender shall be continuing, be at such holders Lender's expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Collateral Agent shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's Borrowers' expense. The Company Borrowers shall keep and maintain, and cause each of the Company's Material their respective Subsidiaries to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrowers, upon the request Collateral Agent's request, shall, and shall cause each of their respective Subsidiaries to, turn over any holdersuch records to the Collateral Agent or its representatives; provided, shall provide however, that the Borrowers may, in their discretion, retain copies of such records to such holder or such holder's representativesrecords.

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company's Material ’s Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes to visit and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)officers, all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall as often as may be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expensereasonably requested. The Company shall keep and maintain, and cause each of the Company's Material ’s Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of Default has occurred and is continuing, the Company, upon the request of any holderholder of the Notes, shall provide copies of such records to a representative of the holders of the Notes. The Company acknowledges that the Collateral Agent (or any other Person having inspection rights), after exercising its rights of inspection, may prepare and distribute to the Bank Lenders and the holders of the Notes certain Reports pertaining to the Company and its Subsidiaries’ assets for internal use by the Bank Lenders and the holders of the Notes. At any time after the occurrence and during the continuation of an Event of Default, that the Collateral Agent, any Bank Lender or any holder of the Notes requests, the Company and the Subsidiaries will provide, at the sole expense of the Company, each holder of any Notes with appraisals or updates thereof of their inventory and other assets from an appraiser selected and engaged by the Collateral Agent, and prepared on a basis satisfactory to the Required Holders, such holder or such holder's representativesappraisals and updates to include, without limitation, information required by applicable law and regulations.” Section 1.9. The definition of “Remaining Scheduled Payments” in Section 8.6 of the Note Agreement is hereby amended and restated in its entirety as follows:

Inspection of Property; Books and Records; Discussions. The Company (a) At any reasonable time during normal business hours with prior notice, or at any time without notice if a Default or Event of Default shall have occurred and be continuing, each Credit Party shall permit and cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes Agent to visit and inspect any of the properties of the Company or any of its Material Subsidiariesassets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the transactions contemplated hereby by the Loan Documents (including, without limitation, including in connection with environmental compliance, hazard hazard, liability or liability, subject to preservation of the attorney-client privilegeinsurance programs), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hoursaccountants. Such The visitations and/or inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Agent shall be at the Required Holders Credit Parties’ expense and all costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection therewith shall constitute Lender Expenses hereunder; provided that so long as no Event of Default is continuing, the Credit Parties shall not be obligated to pay for more than such holder's expense; all other such inspections, visitations and/or inspections in any twelve (12)-month period specified in SECTION 8.04(b) and audits shall be at the Company's expense8.04(c) below. The Company Each Credit Party shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, maintain in all material respectsrespects proper, proper complete and accurate books of record and account account, in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and financial transactions and the assets and business of such Credit Party in relation to their respective businesses and activities, including transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing and the Term Loan Obligations have been accelerated, the Administrative Borrower, upon the Administrative Agent’s request, shall make copies of or turn over any such records to the Administrative Agent or its representatives. (b) Upon three (3) Business Days’ prior written notice to the Credit Parties, each Credit Party shall permit any authorized representatives of the Collateral Agent to conduct a field examination, at the Borrower’s expense, of any of the properties of such Credit Party, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and, subject to the proviso set forth below, as often as may be reasonably requested (a “Field Examination”); provided that so long as no Event of Default is continuing, the Company, upon Borrowers shall not be obligated to pay the request costs of more than two (2) field exams in any holder, twelve (12)-month period. (c) Each Credit Party shall provide copies permit any authorized representatives of the Collateral Agent to conduct an appraisal of the Inventory of such records Credit Party at such Credit Party’s expense; provided that so long as no Event of Default is continuing, the Borrowers shall not be obligated to pay the costs of more than two (2) such holder or such holder's representativesInventory appraisals in any twelve (12)-month period.

Inspection of Property; Books and Records; Discussions. The Company Each Borrower and Parent shall permit permit, and shall cause each of the Company's Material their respective Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any holder of the Notes Lender to visit and inspect inspect, whether by access to any Borrower's, the Parent's or their respective Subsidiaries' MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesProperty, to examine, audit, check and make copies of any Borrower's, the Parent's and their respective Subsidiaries' financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), 102 and to discuss their affairs, finances and accounts with their officers management personnel and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each such visitation and audits in the preceding sentence inspection (i) subject to clause (ii) below by or on behalf of any holder shall, unless occurring at a time when an Event of Default Lender shall be continuing, be at such holders Lender's expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Agent shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's Borrowers' expense. The Company Each Borrower and the Parent shall keep and maintain, and cause each of the Company's Material their respective Subsidiaries to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Obligations have been accelerated pursuant to SECTION 12.02(A), the CompanyBorrowers and Parent, upon the Agent's request in connection with efforts to enforce the rights and remedies of any holderthe Agent, the Lenders and the Issuing Banks under the Loan Documents, shall provide turn over, and cause each of their respective Subsidiaries to turn over, any such records requested by the Agent to the Agent or its representatives; PROVIDED, HOWEVER, that the Borrowers and Parent may, in their discretion, retain copies of such records to such holder or such holder's representativesrecords.

Inspection of Property; Books and Records; Discussions. The Company (a) Each Borrower shall permit permit, and shall cause each of the Company's Material such Borrower’s Subsidiaries to permit, any authorized representative(s) designated by the Administrative Agent or any holder of the Notes Lender to visit and inspect any of the properties Properties of the Company such Borrower or any of its Material Subsidiariessuch Subsidiary, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby and by the Loan Documents (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the businessaccountants, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections All costs and audits in expenses incurred by the preceding sentence (i) subject to clause (ii) below on behalf Administrative Agent or, after the occurrence and during the continuance of any holder shall, unless occurring at a time when an Default or Event of Default Default, any Lender, in each case as a result of such inspection, audit or examination conducted pursuant to this Section 8.6 shall be continuing, be at such holders expense and paid by the Borrowers. (iib) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Each Borrower shall keep and maintain, and shall cause each of the Company's Material such Borrower’s Subsidiaries to keep and maintain, in all material respects, respects proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities, including transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrowers, upon the request of any holderAdministrative Agent’s request, shall provide promptly turn over true, correct and complete copies of all such records to such holder the Administrative Agent or such holder's any of its representatives.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the Company's Material Borrower’s Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any holder of the Notes Lender to visit and inspect any of the properties of the Company Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)officers, all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall as often as may be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expensereasonably requested. The Company Borrower shall keep and maintain, and cause each of the Company's Material Borrower’s Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of a Default has occurred and is continuing, the CompanyBorrower, upon the request of any holderAgent’s request, shall provide copies of such records to the Agent or its representatives. The Borrower acknowledges that either Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Agents and the Lenders. At any time after the occurrence and during the continuation of a Default, that the Agent requests, the Borrower and the Subsidiaries will provide, at the sole expense of the Borrower, such holder Agent with appraisals or updates thereof of their inventory and other assets from an appraiser selected and engaged by such holder's representativesAgent, and prepared on a basis satisfactory to such Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall, and shall permit and cause each of the Company's Material Subsidiaries to permitto, permit any authorized representative(s) designated by either the Agent or any holder of the Notes Lender to visit and inspect any of inspect, whether by access to Borrower's and the properties of the Company or any of its Material Subsidiaries' MIS or otherwise, any office or other location of thereof, to examine, audit, check and make copies of their its respective financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel, information and materials deemed proprietary for competitive purposes, and information and materials subject to Requirements of Law relating to confidentiality) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers officers, management personnel, and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each such visitation and audits in the preceding sentence inspection (i) subject to clause (ii) below by or on behalf of any holder shall, unless occurring at a time when an Event of Default Lender shall be continuing, be at such holders Lender's expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Agent shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the CompanyBorrower's expense. The Company Borrower shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrower, upon the request of any holderAgent's request, shall provide turn over any such records to the Agent or its representatives which the Agent may reasonably request in connection with enforcement of the Liens granted to it and/or the Contractual Obligations arising with respect to the Collateral; provided, however, that the Borrower may, in its discretion, retain copies of such records to such holder or such holder's representativesrecords.

Inspection of Property; Books and Records; Discussions. The Company shall permit Permit Agents and cause each of the Company's Material Subsidiaries to permitBank, any through their authorized representative(sattorneys, accountants and representatives (a) designated by any holder of the Notes to visit and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and at all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of Default has occurred and is continuing, the Company, upon the request of either Agent or such Bank, to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located; (b) at any holdertime and from time to time, shall provide copies upon the request of the Collateral Agent or the Majority Banks, to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by the Collateral Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable costs and expenses of such records audits to be reimbursed by Company, provided however that prior to the occurrence and continuance of any Default or Event of Default, the Company shall be required to reimburse the Collateral Agent for the reasonable costs and expenses of no more than two (2) such holder audits conducted by Collateral Agent in any year and provided further however that Company shall be required to reimburse the Collateral Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or Event of Default; and (c) permit Agents and each Bank or their authorized representatives, at reasonable times and intervals, to visit all of their respective offices, discuss their respective financial matters with their respective officers and independent certified or chartered public accountants, as applicable, and, by this provision, Company authorizes such holder's representativesaccountants to discuss the finances and affairs of Company and the Subsidiaries (provided that Company is given an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the foregoing, all information furnished to the Agents or the Banks hereunder shall be subject to the undertaking of the Banks set forth in Section 13.11 hereof.

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company's Material ’s Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes to visit and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)officers, all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall as often as may be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expensereasonably requested. The Company shall keep and maintain, and cause each of the Company's Material ’s Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with the Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of Default has occurred and is continuing, the Company, upon the request of any holderholder of the Notes, shall provide copies of such records to a representative of the holders of the Notes. The Company acknowledges that the Collateral Agent (or any other Person having inspection rights), after exercising its rights of inspection, may prepare and distribute to the Bank Lenders and the holders of the Notes certain Reports pertaining to the Company and its Subsidiaries’ assets for internal use by the Bank Lenders and the holders of the Notes. At any time after the occurrence and during the continuation of an Event of Default, that the Collateral Agent, any Bank Lender or any holder of the Notes requests, the Company and the Subsidiaries will provide, at the sole expense of the Company, each holder of any Notes with appraisals or updates thereof of their inventory and other assets from an appraiser selected and engaged by the Collateral Agent, and prepared on a basis satisfactory to the Required Holders, such holder or such holder's representativesappraisals and updates to include, without limitation, information required by applicable law and regulations.”

Inspection of Property; Books and Records; Discussions. The Company (a) Each Borrower shall, and shall permit and cause each of the Company's Material its Subsidiaries to permitto, permit any authorized representative(s) designated by any holder of the Notes Administrative Agent to visit and inspect inspect, whether by access to such Borrower's and its Subsidiaries' MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesProperty, to examine, audit, check and make copies of their its respective financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers officers, management personnel, and their independent certified public accountants (and in the presence, or with the consent of, a Financial Officer of such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its SubsidiariesBorrower or NMHG), all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each such visitation and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default inspection shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holderBorrower's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company . (b) Each Borrower shall keep and maintain, and cause each of the Company's Material its Subsidiaries to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the Companyeach Borrower, upon the request Administrative Agent's request, shall, and shall cause each of its Subsidiaries to, turn over any holdersuch records to the Administrative Agent or its representatives; provided, shall provide however, that the Borrower may, in its discretion, retain copies of such records records. (c) Each Borrower will, at all times from and after the date hereof, mark the original copy of all chattel paper with a legend describing xxx Administrative Agent's security interest therein and shall take all other actions required by the applicable Security Agreements with respect to chattel paper, and each Borrower will hold in trust and safely keep such holder chattel paper so legended at locations which are either (i) owned by a Borrower or such holder's representatives(ii) leased by a Borrower and with respect to which a Collateral Access Agreement has been executed.

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes to visit and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, Keep proper books of record and account in which full, true and correct entries in conformity with Agreement Accounting Principles GAAP and all Requirements of Law (including, without limitation, those of the FDA) the failure to comply with which could have a Material Adverse Effect. True and correct records shall be made of all dealings and transactions in relation to their respective businesses the business and activitiesactivities of the Company and its Subsidiaries, and the Company and each such Subsidiary shall permit representatives of the Administrative Agent, the Collateral Agent and any Lender (during normal business hours (unless there shall have occurred and be continuing an Event of Default)) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired by the Administrative Agent, the Collateral Agent or any Lender and to discuss the business, operations, properties and financial and other condition of the Company and its Subsidiaries with the Company's and its Subsidiaries' officers, employees and independent certified public accountants (and the Company may be present during any communications with its independent certified public accountants). If The Company agrees promptly to reimburse the Collateral Agent and the Administrative Agent for the reasonable costs and expenses incurred by them, acting concurrently (but in an amount not greater than would have been incurred by any one of them acting separately), in performing audits of the Company no more frequently than once in any six month period (unless an Event of Default has or Potential Default shall have occurred and is continuingin which case the Company shall reimburse the Administrative Agent, the Company, upon Collateral Agent and the request of Lenders for all expenses incurred in connection with any holder, shall provide copies of such records to such holder audit or such holder's representativesinspection).

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ Borrower shall permit and cause each of the CompanyBorrower's Material Subsidiaries to permit, any authorized representative(s) designated by any holder of the Notes Lender to visit and inspect any of the properties of the Company Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby or by the Acquisitions (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an as often as may be reasonably requested; provided, that while no Event of Default shall be continuingexists, be at such holders expense and (ii) by or on behalf all of -------- the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, foregoing shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at expense of the Company's expenseLender. The Company Borrower shall keep and maintain, and cause each of the CompanyBorrower's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the CompanyBorrower, upon the request Lender's request, shall deliver to Lender to Lender or its representatives copies of any holder, shall provide copies of such records (which such copies must be certified, as to such holder or such holder's representativescompleteness and accuracy, by an Authorized Officer).

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit permit, and cause each of the Company's Material Subsidiaries Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (together with an authorized representative of any holder Lender that may request to accompany such authorized representative of the Notes Agent) to visit and inspect any of the properties of the Company or any of its Material Subsidiariesthe Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable notice and at such reasonable times during normal business hours. Such , as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections and audits in the preceding sentence shall be limited to no more than one (i1) subject to clause (ii) below on behalf of inspection during any holder shall, unless occurring twelve-month period if such inspections are conducted at a time when an Event of no Default or Unmatured Default shall be have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be at such holders expense and (ii) by or on behalf coordinated with an Authorized Officer of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of a Default has occurred and is continuing, the Company, upon the request Agent's request, shall turn over copies of any holder, shall provide copies of such records to such holder the Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the Company's Material Borrower’s Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any holder of the Notes Lender to visit and inspect any of the properties of the Company Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)officers, all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall as often as may be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expensereasonably requested. The Company Borrower shall keep and maintain, and cause each of the Company's Material Borrower’s Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of a Default has occurred and is continuing, the CompanyBorrower, upon the request of any holderAgent’s request, shall provide copies of such records to the Agent or its representatives. The Borrower acknowledges that either Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and its Subsidiaries’ assets for internal use by the Agents and the Lenders. At any time after the occurrence and during the continuation of a Default, that the Agent requests, the Borrower and the Subsidiaries will provide, at the sole expense of the Borrower, such holder Agent with appraisals or updates thereof of their inventory and other assets from an appraiser selected and engaged by such holder's representativesAgent, and prepared on a basis satisfactory to such Agent, such appraisals and updates to include, without limitation, information required by applicable law and regulations. 1.14. Section 7.2(H) of the Credit Agreement is amended and restated in its entirety to read as follows:

Inspection of Property; Books and Records; Discussions. The Company Borrower and Parent shall permit permit, and shall cause each of the Company's Material their respective Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any holder of the Notes Lender to visit and inspect inspect, whether by access to Borrower's, Parent's or their respective Subsidiaries' MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesProperty, to examine, audit, check and make copies of the Borrower's, Parent's and their respective Subsidiaries' financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers management personnel and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each 105 such visitation and audits in the preceding sentence inspection (i) subject to clause (ii) below by or on behalf of any holder shall, unless occurring at a time when an Event of Default Lender shall be continuing, be at such holders Lender's expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Agent shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the CompanyBorrower's expense. The Company Borrower and Parent shall keep and maintain, and cause each of the Company's Material their respective Subsidiaries to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Obligations have been accelerated pursuant to SECTION 12.02(a), the CompanyBorrower and Parent, upon the Agent's request in connection with efforts to enforce the rights and remedies of any holderthe Agent, the Lenders and the Issuing Banks under the Loan Documents, shall provide turn over, and cause each of their respective Subsidiaries to turn over, any such records requested by the Agent to the Agent or its representatives; PROVIDED, HOWEVER, that the Borrower and Parent may, in their discretion, retain copies of such records to such holder or such holder's representativesrecords.

Inspection of Property; Books and Records; Discussions. The Company Borrower shall permit and cause each of the CompanyBorrower's Material Subsidiaries to permit, the Administrative Agent (or its Affiliates) or any authorized representative(s) designated by any holder the Administrative Agent consisting of (1) employees of one or more of the Notes other Lenders (or their Affiliates), (2) financial advisors or financial consultants, including, without limitation, auditors or (3) asset valuation or asset audit advisors or consultants to visit and inspect any of the properties of the Company Borrower or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company Borrower and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and ; provided no more than two such audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default or examinations shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring conducted during any calendar year or any inspections and audits occurring at a time when twelve-month period unless a Default shall be has occurred and is continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Borrower shall keep and maintain, and cause each of the CompanyBorrower's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of a Default has occurred and is continuing, the CompanyBorrower, upon the request Administrative Agent's or the Required Lenders' request, shall turn over copies of any holder, shall provide copies of such records to such holder the Administrative Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The Company Lessee shall permit permit, and shall cause each of the Company's Material its Subsidiaries to permit, any authorized representative(s) designated by either the Lessor, the Agent, any holder of the Notes Lender or any Holder to visit and inspect inspect, whether by access to the Lessee's or its Subsidiaries' MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesAssets, to examine, audit, check and make copies of their respective the Lessee's or its Subsidiaries' financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers management personnel and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)accountants, all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each such visitation and audits in the preceding sentence inspection (i) subject to clause (ii) below by or on behalf of the Lessor, any holder shall, unless occurring at a time when an Event of Default Lender or any Holder (other than by the Agent) shall be continuingat the Lessor's, be at such holders Lender's or such Holder's expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, Agent shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the CompanyLessee's expense. The Company Lessee shall keep and maintain, and cause each of the Company's Material its Subsidiaries to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities. If an Event of Default has occurred and is continuingcontinuing and an Acceleration has occurred, the CompanyLessee, upon the Lessor's or the Agent's request in connection with efforts to enforce the rights and remedies of any holderthe Agent, the Lenders or the Holders under the Operative Agreements, shall provide turn over, and cause each of its Subsidiaries to turn over, any such records requested by the Lessor or the Agent to the Lessor or the Agent or their representatives; PROVIDED, HOWEVER, that the Lessee may, in its discretion, retain copies of such records to such holder or such holder's representativesrecords.

Inspection of Property; Books and Records; Discussions. The Company (a) Each Credit Party shall, and shall permit and cause each of the Company's Material Subsidiaries to permitCredit Party Entity to, permit any authorized representative(s) designated by any holder of the Notes Administrative Agent to visit and inspect inspect, whether by access to Credit Party Entities’ MIS or otherwise, any of the properties of the Company or any of its Material SubsidiariesProperty, to examine, audit, check and make copies of their its respective financial and accounting records, books, journals, orders, receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers officers, management personnel, and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents in the presence, or with respect to the businessconsent of, financial conditions and other affairs a Financial Officer of the Company and its SubsidiariesBorrower or NMHG Holding), all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Such inspections Each such visitation and audits in the preceding sentence (i) subject to clause (ii) below on behalf of inspection shall be at Borrower’s expense provided, however, that Collateral field examinations at Borrower’s expense may be conducted no more frequently than annually or at any holder shall, unless occurring at a time when an Event of Default shall be has occurred and is continuing, be at such holders expense and . (iib) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company Each Credit Party shall keep and maintain, and cause each of the Company's Material Subsidiaries Credit Party Entity to keep and maintain, in all material respects, respects on its MIS and otherwise proper books of record and account in which entries in conformity with Agreement Accounting Principles GAAP shall be made of all dealings and transactions in relation to their its respective businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing, the Companyeach Credit Party, upon the request of Administrative Agent’s request, shall, and shall cause each Credit Party Entity to, turn over any holdersuch records to the Administrative Agent or its representatives; provided, shall provide however, that Borrower may, in its discretion, retain copies of such records records. (c) Each Credit Party will, at all times, xxxx the original copy of all chattel paper with a legend describing the Administrative Agent’s security interest therein and shall take all other actions required by the Security Agreement with respect to chattel paper, and each Credit Party will hold in trust and safely keep such holder chattel paper so legended at locations which are either (i) owned by a Credit Party or such holder's representatives(ii) leased by a Credit Party and with respect to which a Collateral Access Agreement has been executed.

Inspection of Property; Books and Records; Discussions. The Company shall permit Permit the Agent and cause each of the Company's Material Subsidiaries to permitLender, any through their authorized representative(sattorneys, accountants and representatives (a) designated by any holder of the Notes to visit and inspect any of the properties of the Company or any of its Material Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and at all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, unless occurring at a time when an Event of Default shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of Default has occurred and is continuing, the Company, upon the request of any holderthe Agent or such Lender (upon reasonable prior notice, which notice shall provide copies not be required following the occurrence and during the continuance of a Default or Event of Default), to examine each Credit Party's books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, upon the request of the Agent (upon reasonable prior notice, which notice shall not be required following the occurrence and during the continuance of a Default or Event of Default), to conduct full or partial collateral audits of the Accounts and Inventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, such audits and appraisals to be completed by an appraiser as may be selected by the Agent and consented to by the Borrowers (such consent not to be unreasonably withheld), with all reasonable and invoiced costs and expenses of such audits to be reimbursed by the Credit Parties, provided that so long as no Event of Default or Default exists, the Borrowers shall not be required to reimburse the Agent for such audits or appraisals more frequently than once each Fiscal Year; (c) during normal business hours and at their own risk (upon reasonable prior notice, which notice shall not be required following the occurrence and during the continuance of a Default or Event of Default), to enter onto the real property owned or leased by any Credit Party to conduct inspections, investigations or other reviews of such real property; and (d) at reasonable times during normal business hours and at reasonable intervals (upon reasonable prior notice, which notice shall not be required following the occurrence and during the continuance of a Default or Event of Default), to visit all of the Credit Parties' offices, discuss each Credit Party's respective financial matters with their respective officers, as applicable, and, by this provision, the Borrowers authorize, and will cause each of their respective Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the finances and affairs of any Credit Party and examine any of such Credit Party's books, reports or records to held by such holder or such holder's representativesaccountants.

Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company's Material ’s Significant Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent (which may include representatives of any holder Lender) or, after the occurrence and during the continuation of the Notes any Default, any Lender, to visit and inspect any of the properties of the Company or any of its Material Significant Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege), and to discuss their affairs, finances and accounts with their officers and their independent certified public accountants (and such accountants are hereby authorized to disclose to such holder any and all financial statements and other supporting financial documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries)officers, all upon reasonable notice and at such reasonable times times Exhibit 10.1 during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf of any holder shall, as often as may be reasonably requested, provided, that unless occurring at a time when an Event of Default shall have occurred and be continuing, be at such holders expense and no more than one (ii1) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during any calendar per year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at by the Required Holders or such holder's expense; all other such inspections, visitations and audits Administrative Agent shall be at the Company's ’s expense. Notwithstanding anything to the contrary, nothing in this Agreement will require the Company or any Subsidiary to disclose, permit the inspection, examination or making copies of, or discussion of, any document, information or other matter, or provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by law or binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that in the event that the Company does not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this sentence relating to violation of any obligation of confidentiality, the Company shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality). The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account on a consolidated basis in which entries in material conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. The Company shall cause each of its Significant Subsidiaries to keep and maintain, in all material respects, proper books of record and account. If an Event of a Default has occurred and is continuing, the Company, upon the request of any holderAdministrative Agent’s request, shall provide copies of such records to such holder the Administrative Agent or such holder's its representatives.

Inspection of Property; Books and Records; Discussions. The Company (a) Keep proper books of records and account in which entries which are full, true and correct, in all material respects, in conformity with GAAP shall permit be made of all material dealings and cause each transactions in relation to its business and activities, (b) upon the request of the Company's Material Subsidiaries Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal quarter at such time as may be agreed to permit, by the Borrower and the Administrative Agent (provided that the requirements of this clause (b) shall be satisfied by the Borrower providing the Lenders with access to any authorized representative(s) designated by any holder earnings call for such fiscal quarter with the holders of the Notes Capital Stock of the Borrower) and (c) permit representatives of the Administrative Agent to visit and inspect any of the its properties of the Company or and examine and make abstracts from any of its Material Subsidiariesbooks and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability, subject to preservation of the attorney-client privilege)Borrower, and to discuss their affairsthe business, finances operations, properties and accounts financial and other condition of the Borrower and the Borrower’s Restricted Subsidiaries with their officers and employees of the Borrower and the Borrower’s Restricted Subsidiaries and with their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such accountants are hereby authorized discussions with such independent certified accountants) and to disclose discuss matters relating to such holder any and all financial statements and other supporting financial documents Loan Party’s performance under the Loan Documents with respect to the business, financial conditions and other affairs of the Company and its Subsidiaries), all upon reasonable notice and at such reasonable times during normal business hours. Such inspections and audits in the preceding sentence (i) subject to clause (ii) below on behalf any appropriate officers or employees of any holder shallLoan Party, unless occurring at a time when an having knowledge of such matters. So long as no Event of Default has occurred and is continuing at the time of such inspection, the Borrower shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent (or its representatives); provided that in any event, no more than two such inspections shall be continuing, be at such holders expense and (ii) by or on behalf of the Required Holders or any holder owning at least 30% of the outstanding principal amount of the Notes, other than first such inspection or audit occurring during conducted in any calendar year or any inspections and audits occurring at a time when a Default shall be continuing, shall be at the Required Holders or such holder's expense; all other such inspections, visitations and audits shall be at the Company's expense. The Company shall keep and maintain, and cause each of the Company's Material Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If an if no Event of Default has occurred and is continuing. Notwithstanding anything to the contrary in this Section 5.6, none of the Borrower and its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its representatives) is prohibited by any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the Company, upon the request of any holder, Borrower shall provide copies of such records attempt to obtain consent to such holder disclosure if requested by the Administrative Agent) or such holder's representatives(iii) is subject to attorney-client or similar privilege or constitutes attorney work product.