Common use of Maintaining Records; Access to Properties and Inspections Clause in Contracts

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by the Administrative Agent to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by Maintain all financial records in accordance with the Applicable Accounting Rules and permit the Administrative Agent to visit (and inspect the financial records and the properties of the Borrower its consultants or agents), accompanied by any Restricted Subsidiary at reasonable timesLender which so elects, upon reasonable prior written advance notice from the Administrative Agent to the Borrowerand at reasonable times during regular business hours, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit at any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless time when an Event of Default is continuing exists, to have access to, examine, audit, make extracts from or copies of, and only one such time will be at inspect any or all of the Borrower’s expenseLoan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; and providedprovided that, further, that when (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent or any Lender (or instrument necessary for the Administrative Agent to obtain records from any of their respective representatives or independent contractors) may do any of service bureau maintaining records for the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeLoan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall give shall, at any time when an Event of Default exists, and at the Borrower Loan Parties’ expense, make copies of all of the opportunity Loan Parties’ books and records, or require the Loan Parties to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything deliver such copies to the contrary Administrative Agent. Upon reasonable request to senior management of the applicable Borrower, the Administrative Agent may, without expense to the Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in this Agreement (including Sections 5.04(7)the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, 5.05 and 5.07) to verify the validity, amount, or any other Loan Documentmatter relating to the Accounts, none of the Loan Parties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofInventory, or discussion ofother Collateral, any documentby mail, information telephone, or other matter with any Disqualified Institution or other competitor otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to the Borrower or any of its Subsidiaries or that verify more than ten (110) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its SubsidiariesAccounts each month.

Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made. Permit any Persons representatives designated by the Administrative Agent, any Co-Collateral Agent or any Lender to visit and inspect during normal business hours the corporate, financial and operating records and the properties of the Borrower or any the Restricted Subsidiary at reasonable times, Subsidiaries upon reasonable prior written notice from the Administrative Agent to the Borroweradvance notice, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, such representatives to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary such Person with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures)therefor; provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that in the absence of the existence of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders and (at the election of the Majority Agents) the Co-Collateral Agents may exercise the rights of the Administrative Agent, the Co-Collateral Agents and the Lenders under this Section 5.07 and (ii) the Administrative Agent and the Co-Collateral Agents shall not exercise such their rights under this Section 5.07 more often than two times during any calendar fiscal year unless an Event of Default is continuing and only one such time will shall be at the Borrower’s expense; and provided, further, that when an Event of Default is continuingexists, the Administrative Agent, any Co-Collateral Agent or any Lender (or any of and their respective representatives or independent contractors) designees may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Borrower acknowledges that the Administrative Agent Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrower and the other Loan Parties’ assets for internal use by the Administrative Agent, the Co-Collateral Agents and the Lenders (it being understood and agreed that the Administrative Agent shall give provide the Borrower the opportunity to participate in with a copy of any discussions with the Borrower’s independent accountants. Notwithstanding anything field examination distributed to the contrary in this Agreement (including Sections 5.04(7Lenders), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiaries.

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain all financial records in all material respects in accordance with GAAP. The Borrower will, and will cause each of the Restricted Subsidiaries to, permit representatives and independent contractors of the Administrative Agent and the Lenders to visit and inspect any of its properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial records and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the properties reasonable expense of the Borrower or any Restricted Subsidiary and at such reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, times during normal business hours and as often as may be reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agentdesired, upon reasonable prior written advance notice from the Administrative Agent to the BorrowerBorrower (and subject, in the case of any such meetings or advice from such independent accountants, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s accountants’ customary policies and procedures); provided that that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 5.07 and the Administrative Agent shall not exercise such rights more often than two times once during any calendar year unless absent the existence of an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuingexists, the Administrative Agent or any Lender the Lenders (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 5.01 or this Agreement (including Sections 5.04(7)Section 5.07, 5.05 and 5.07) or neither of Borrower nor any other Loan Document, none of the Loan Parties or any of the Restricted Subsidiaries Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or (i) that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law applicable Requirements of Law or any binding agreement, agreement or (3iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesproduct.

Maintaining Records; Access to Properties and Inspections. (1) Permit any Persons designated by the Administrative Agent to visit and inspect the financial records and the properties of the Borrower Holdings or any Restricted Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent to the BorrowerCompany, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, Company to discuss the affairs, finances and condition of the Borrower Holdings or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent shall give the Company an opportunity to participate in any discussions with its accountants; provided, further, that the Administrative Agent may not exercise such rights more often than two times one time during any calendar year six-month period unless an Event of Default is continuing and only one such time will be at the BorrowerCompany’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender . (or any of their respective representatives or independent contractors2) may do any of the foregoing at the expense of the Borrower at any time At reasonable times during normal business hours and upon reasonable advance noticeprior notice that the Administrative Agent requests in writing, the Company shall permit Acceptable Appraiser to perform, at the Company’s expense (not to exceed the actual fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination), such appraisals of Inventory, field examinations, collateral analysis, monitoring or such other business analysis as reasonably required by the Administrative Agent prepared on a basis satisfactory to the Administrative Agent in its Permitted Discretion and shall in connection therewith provide the Acceptable Appraiser with access during normal business hours to all facilities and all book and records of the Company required by the Acceptable Appraiser to conduct such audits. The Unless an Designated Event of Default has occurred in the preceding twelve (12) months (in which case such appraisals, field examinations and other audits shall occur as often as the Administrative Agent shall determine is necessary in its sole discretion and shall all be at the expense of the Company as provided above), the Company shall not be obligated to reimburse the Administrative Agent for, and the Administrative Agent or an Acceptable Appraiser may not conduct, in any calendar year more than one (1) field examination and one (1) appraisal of Inventory (or two (2) field examinations and two (2) appraisals of Inventory if a Liquidity Condition has existed in the preceding twelve (12) months). So long as no Event of Default or Liquidity Condition exists, Administrative Agent shall use commercially reasonable efforts to schedule field examinations and appraisals provided under this paragraph in connection with the visits and inspections provided for in the paragraph above. In addition to the foregoing field examinations and inventory appraisals, the Administrative Agent shall be permitted to conduct an additional field examination and appraisal of Inventory upon a Restricted Subsidiary becoming a Subsidiary Borrower in accordance with the definition thereof. (3) In addition, the Company will have the right (but not the obligation), at their expense, at any time and from time to time to provide the Administrative Agent with additional appraisals or updates thereof of any or all of the Collateral from any Acceptable Appraiser prepared on a basis satisfactory to the Administrative Agent in its Permitted Discretion, in which case such appraisals or updates shall be used in connection with the determination of the Net Orderly Liquidation Value and the calculation of the Borrowing Base hereunder. With respect to each appraisal made pursuant to this Section 5.07 after the Closing Date, (i) the Administrative Agent and the Lenders Company will each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall give be reflected in the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Borrowing Base Certificate delivered immediately succeeding such appraisal. (4) Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 5.05, 5.07 and 5.075.12) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower Holdings or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower Holdings or any of its Subsidiaries. (5) Notwithstanding anything to the contrary in this Agreement (including Section 5.07(2) above), if (x) a field exam or appraisal required to be delivered pursuant to Section 5.07(2) above has been past the date of delivery of the prior field exam or appraisal by at least 15 months or (y) if a Designated Event of Default or Liquidity Condition has occurred and is continuing and the Administrative Agent (after consultation with the Co-Collateral Agent) elects not to conduct additional field exams or appraisals, in each case the Co-Collateral Agent shall be permitted to conduct such additional field exams and appraisals in accordance with Section 5.07(2).

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by Maintain all financial records in accordance with the Applicable Accounting Rules and permit the Administrative Agent to visit (and inspect the financial records and the properties of the Borrower its consultants or agents), accompanied by any Restricted Subsidiary at reasonable timesLender which so elects, upon reasonable prior written advance notice from the Administrative Agent to the Borrowerand at reasonable times during regular business hours, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit at any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless time when an Event of Default is continuing exists, to have access to, examine, audit, make extracts from or copies of, and only one such time will be at inspect any or all of the Borrower’s expenseLoan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; and providedprovided that, further, that when (i) unless an Event of Default is continuing, such access, examinations, audits and inspections shall be limited to two instances in any calendar year and (ii) all such access, examinations, audits and inspections will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent or any Lender (or instrument necessary for the Administrative Agent to obtain records from any of their respective representatives or independent contractors) may do any of service bureau maintaining records for the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeLoan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall give shall, at any time when an Event of Default exists, and at the Borrower Loan Parties’ expense, make copies of all of the opportunity Loan Parties’ books and records, or require the Loan Parties to participate in any discussions with deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the Borrower’s independent accountants. Notwithstanding anything , the Administrative Agent may, without expense to the contrary Administrative Agent, use such of the Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Collateral Agent’s Liens. The Administrative Agent shall have the right, at any time, in this Agreement (including Sections 5.04(7)the Administrative Agent’s name or in the name of a nominee of the Administrative Agent, 5.05 and 5.07) to verify the validity, amount, or any other Loan Documentmatter relating to the Accounts, none of the Loan Parties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofInventory, or discussion ofother Collateral, any documentby mail, information telephone, or other matter with any Disqualified Institution or other competitor otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to the Borrower or any of its Subsidiaries or that verify more than ten (110) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its SubsidiariesAccounts each month.

Maintaining Records; Access to Properties and Inspections. Permit (a) Maintain all financial records in accordance with GAAP and permit any Persons persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary of the Subsidiaries at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, requested and to make extracts from and copies of such financial records, and permit any Persons persons designated by the Administrative AgentAgent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior written notice from the Administrative Agent to the Borrower, Borrower to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary of the Subsidiaries with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of so long as the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract. (b) Upon the Borrower’s independent accountantsrequest of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct (i) field examinations of Accounts, Inventory, bank accounts, books and records, and any other assets, liabilities, or other information deemed necessary by the Administrative Agent, (ii) appraisals of Inventory, equipment, and/or real property constituting Collateral. The Loan Parties shall pay the reasonable and out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such field examinations and appraisals. Without limiting the foregoing, the Loan Parties acknowledge that the Administrative Agent may, in its discretion, undertake one (1) such field examination and/or appraisal(s) each fiscal year at the Loan Parties’ expense; provided that, during the continuance of an Event of Default, the Administrative Agent may, in its sole discretion, undertake an unlimited amount of additional field examinations and appraisals during such fiscal year at the Loan Parties’ expense. Notwithstanding anything the foregoing, the Administrative Agent may cause additional field examinations and appraisals to be undertaken (x) as it in its discretion deems necessary or appropriate, at its own expense, or (y) if required by applicable law at the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none expense of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its SubsidiariesParties.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Borrower and normal business hours, to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary Borrower, at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower’s expense as provided in clause (c) below, inspect, audit and as often as reasonably requested, to make extracts from and copies of such the Borrower’s corporate, financial or operating records, and permit any Persons designated by the Administrative Agentdiscuss with its officers, upon reasonable prior written notice from the Administrative Agent to the Borroweremployees, to discuss the affairsagents, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof advisors and independent accountants therefor (subject to such accountant’s accountants’ customary policies and procedures) the Borrower business, financial condition, assets and results of operations (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Administrative Agent may not exercise such rights more often shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base from and after the Closing Date; provided further, that if at any time Availability is less than two times during any calendar year unless 25% of the Line Cap, one additional field examination and one additional inventory appraisal will be permitted, except that if an Event of Default has occurred and is continuing continuing, there shall be no limit on the number of additional field examinations or inventory appraisals. No such inspection or visit shall unduly interfere with the business or operations of the Borrower, nor result in any damage to the Property or other Collateral. Neither the Administrative Agent nor any Lender shall have any duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower. The Borrower acknowledges that all inspections, appraisals and only one such time will reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be at entitled to rely upon them. (c) Reimburse the Administrative Agent for all reasonable and documented out-of-pocket (in summary format) costs and expenses (other than legal fees or costs and expenses which are covered under Section 9.05) of the Administrative Agent in connection with (i) examinations of the Borrower’s expense; books and provided, further, that when an Event of Default is continuing, records or any other financial or Collateral matters as the Administrative Agent or any Lender deems appropriate; and (or any ii) field examinations and inventory appraisals of their respective representatives or independent contractors) may do any Collateral comprising the Borrowing Base; in each case subject to the limitations on such examinations, audits and appraisals permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrower specifically agrees to pay the Administrative Agent’s then standard charges for examination activities, including the standard charges of the foregoing at Administrative Agent’s internal appraisal group. This Section shall not be construed to limit the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity Agent’s right to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesuse third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Borrower and normal business hours, to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary Borrower, at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower’s expense as provided in clause (c) below, inspect, audit and as often as reasonably requested, to make extracts from and copies of such the Borrower’s corporate, financial or operating records, and permit any Persons designated by the Administrative Agentdiscuss with its officers, upon reasonable prior written notice from the Administrative Agent to the Borroweremployees, to discuss the affairsagents, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof advisors and independent accountants therefor (subject to such accountant’s accountants’ customary policies and procedures) the Borrower business, financial condition, assets and results of operations (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Administrative Agent may not exercise shall only be permitted to conduct one field examination, one inventory appraisal and one real estate appraisal (which annual real estate appraisal shall only be required to the extent that any real estate is included in the Borrowing Base and shall be required upon written request by any Lender that is a Lender as of the Closing Date to the Administrative Agent) with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is less than 25% of the Line Cap during such rights more often than two times 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period, except that during any calendar year unless an the existence and continuance of a Specified Event of Default is continuing Default, there shall be no limit on the number of additional field examinations, inventory appraisals or additional real property appraisals (with respect to Mortgaged Properties included in the calculation of the Real Estate Event Amount only) of Current Asset Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of the Borrower, nor result in any damage to the Property or other Collateral. Neither the Administrative Agent nor any Lender shall have any duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower. The Borrower acknowledges that all inspections, appraisals and only one such time will reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be at entitled to rely upon them. (c) Reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (other than legal fees or costs and expenses which are covered under Section 9.05) of the Administrative Agent in connection with (i) examinations of the Borrower’s expense; books and provided, further, that when an Event of Default is continuing, records or any other financial or Collateral matters as the Administrative Agent or any Lender deems appropriate; and (or any ii) field examinations and inventory appraisals of their respective representatives or independent contractors) may do any Collateral comprising the Borrowing Base; in each case subject to the limitations on such examinations, audits and appraisals permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrower specifically agrees to pay the Administrative Agent’s then standard charges for examination activities, including the standard charges of the foregoing at Administrative Agent’s internal appraisal group. This Section shall not be construed to limit the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity Agent’s right to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesuse third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and as often as reasonably requested, to make extracts from and copies of such any Borrower’s corporate, financial or operating records, and permit any Persons designated by the Administrative Agentdiscuss with its officers, upon reasonable prior written notice from the Administrative Agent to the Borroweremployees, to discuss the affairsagents, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof advisors and independent accountants therefor (subject to such accountant’s accountants’ customary policies and procedures) such Borrower business, financial condition, assets and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Administrative Agent may not exercise shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the U.S. Borrowing Base per 12-month period; provided further, that if at any time Availability is less than 15% of the Line Cap for a period of 5 consecutive Business Days during such rights more often than two times 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period, except that during any calendar year unless the existence and continuance of an Event of Default is continuing Default, there shall be no limit on the number of additional field examinations and only one such time will inventory appraisals of Current Asset Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Borrower’s expense; , nor result in any damage to the property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Administrative Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Each of the Borrowers acknowledges that all inspections, appraisals and providedreports are prepared by the Administrative Agent and Lenders for their purposes, further, that when an Event of Default is continuingand the Borrowers shall not be entitled to rely upon them. Notwithstanding the foregoing, the Administrative Agent or shall be entitled to one additional inventory appraisal with respect to any Lender (or any of their respective representatives or independent contractors) may do any Collateral comprising the U.S. Borrowing Base to be completed within 90 days of the foregoing at Amendment No. 2 Effective Date. (c) Reimburse the expense Administrative Agent for all reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 9.05) of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in connection with (i) examinations of any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 books and 5.07) records or any other Loan Documentfinancial or Collateral matters as the Administrative Agent deems appropriate; and (ii) field examinations and inventory appraisals of Collateral comprising the U.S. Borrowing Base; in each case subject to the limitations on such examinations, none audits and appraisals permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Administrative Agent’s then standard charges for examination activities, including the standard charges of the Loan Parties or any of Administrative Agent’s internal appraisal group. This Section shall not be construed to limit the Restricted Subsidiaries will be required Administrative Agent’s right to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesuse third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the financial records and the properties Properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and as often as reasonably requested, to make extracts from and copies of such any Borrower’s corporate, financial or operating records, and permit any Persons designated by the Administrative Agentdiscuss with its officers, upon reasonable prior written notice from the Administrative Agent to the Borroweremployees, to discuss the affairsagents, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof advisors and independent accountants therefor (subject to such accountant’s accountants’ customary policies and procedures) such Borrower’s business, financial condition, assets and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Administrative Agent may shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that (x) if at any time a Liquidity Event shall have occurred and be continuing, (i) up to two additional field examinations and up to two additional inventory appraisals of Current Asset Collateral shall be permitted in such 12-month period at the Borrowers’ expense and (ii) one additional field examination and one additional inventory appraisal of Current Asset Collateral shall be permitted in such 12-month period at the Lenders’ expense (but, in the case of clauses (i) and (ii), in any event not exercise such rights more often frequently than two times quarterly) and (y) during any calendar year unless the existence and continuance of an Event of Default is continuing Default, there shall be no limit on the number of additional field examinations and only one such time will be inventory appraisals of Current Asset Collateral, at the Borrower’s Borrowers’ expense; and provided, further, that when an Event shall be permitted at the Administrative Agent’s request, in each case, in a form and from a third-party appraiser or consultant reasonably satisfactory to the Administrative Agent. No such inspection or visit shall unduly interfere with the business or operations of Default is continuingany Borrower, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Administrative Agent or nor any Lender (shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any of their respective representatives or independent contractors) may do any Borrower. Each of the foregoing at Borrowers acknowledges that all inspections, appraisals and reports are prepared by the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and Lenders for their purposes and the Lenders Borrowers shall give not be entitled to rely upon them. (c) Reimburse the Borrower Administrative Agent for all reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 9.05) of the opportunity to participate Administrative Agent in connection with (i) examinations of any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 books and 5.07) records or any other Loan Documentfinancial or Collateral matters as the Administrative Agent deems appropriate; and (ii) field examinations and inventory appraisals of Collateral comprising the Borrowing Base; in each case subject to the limitations on such examinations, none audits and appraisals permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Administrative Agent’s then standard charges for examination activities, including the standard charges of the Loan Parties or any of Administrative Agent’s internal appraisal group. This Section shall not be construed to limit the Restricted Subsidiaries will be required Administrative Agent’s right to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesuse third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. Permit (a) Maintain all financial records in accordance with GAAP (or, in the case of the U.K. Borrowers (other than CGHL), in conformity with generally accepted accounting principles that are applicable in the United Kingdom) and permit any Persons designated by the Administrative Agent (acting at the written direction of Required Lenders) or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower Borrowers or any Restricted Subsidiary of the Subsidiaries at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Lead Borrower, and as often as reasonably requested, requested and to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative AgentAgent (acting at the written direction of Required Lenders) or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior written notice from the Administrative Agent to the Borrower, Lead Borrower to discuss the affairs, finances and condition of Holdings, the Borrower Borrowers or any Restricted Subsidiary of the Subsidiaries with the officers thereof and independent accountants therefor (subject to such accountant’s policies and proceduresreasonable requirements of confidentiality, including requirements imposed by law or by contract); , provided that in the Administrative Agent may not exercise such rights more often than two times during any calendar year unless absence of the existence of an Event of Default is continuing and only one (1) inspection shall be permitted per fiscal year (it being understood that such time will inspection shall be at the Borrower’s Borrowers’ expense); and provided, further, that when an Event of Default is continuingexists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing all inspections shall be at the expense of the Borrower at any time during normal business hours Borrowers. (b) The Loan Parties shall permit the Administrative Agent to conduct (i) one field examination and upon reasonable advance notice. The one inventory appraisal per fiscal year with respect to the Borrowers, prepared by an appraiser reasonably satisfactory to the Administrative Agent (it being understood that Hilco Valuation Services is satisfactory to the Administrative Agent and the Lenders field examination and inventory appraisal delivered by Hilco Valuation Services in May 2018 shall give satisfy the Borrower requirement in this clause (i) for the opportunity to participate in any discussions fiscal year ending February 2, 2019) at the Borrowers’ cost and expense, (ii) a second field examination and inventory appraisal per fiscal year with the Borrower’s independent accountants. Notwithstanding anything respect to the contrary in this Agreement (including Sections 5.04(7)Borrowers at the Borrowers’ cost and expense if, 5.05 and 5.07) or any other Loan Document, none at the time of the Loan Parties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, relevant field examination or making copies or abstracts ofinventory appraisal, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to Excess Global Availability shall have been less than the Borrower or any greater of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, 15% of the Global Line Cap and (2) in respect of which disclosure is prohibited by law or any binding agreement, $11,250,000 for three (3) consecutive days and (iii) upon the reasonable request of the Administrative Agent, a third field examination and inventory appraisal per fiscal year with respect to the Borrowers at the Borrowers’ cost and expense if, at the time of the relevant field examination or inventory appraisal, an Event of Default is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariescontinuing.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Borrower and normal business hours, to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures)Collateral; provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless shall only be permitted to conduct one appraisal with respect to each Mortgaged Property; provided further, if an Event of Default has occurred and is continuing continuing, there shall be no limit on the number of additional appraisals. No such inspection or visit shall unduly interfere with the business or operations of the Borrower, nor result in any damage to the Property or other Collateral. Neither the Administrative Agent nor any Lender shall have any duty to the Borrower to make any inspection. The Borrower acknowledges that all inspections, appraisals and only one such time will reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be at entitled to rely upon them. (c) Reimburse the Administrative Agent for all reasonable and documented out-of-pocket (in summary format) reasonable and necessary costs and expenses (other than legal fees or costs and expenses which are covered under Section 9.05) of the Administrative Agent in connection with (i) examinations of the Borrower’s expense; books and provided, further, that when an Event of Default is continuing, records or any other financial or Collateral matters as the Administrative Agent or any Lender deems appropriate; and (or any of their respective representatives or independent contractorsii) may do any appraisals permitted hereunder; in each case subject to the limitations set forth under the preceding paragraph. Subject to and without limiting the foregoing, the Borrower specifically agrees to pay the Administrative Agent’s then standard charges for appraisal activities, including the standard charges of the foregoing at Administrative Agent’s internal appraisal group. This Section shall not be construed to limit the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity Agent’s right to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesuse third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by the Administrative Agent to visit and inspect the Maintain all financial records in accordance with GAAP and the properties of the Borrower or permit Agent, accompanied by any Restricted Subsidiary at reasonable timesLender which so elects, upon reasonable prior written advance notice from the Administrative Agent to the Borrowerand at reasonable times during regular business hours, and as often as reasonably requestedat any time when an Event of Default exists, to have access to, examine, audit, make extracts from or copies of, and copies inspect any or all of such financial Borrowers’ records, files, and permit any Persons designated by books of account and the Administrative AgentCollateral, upon reasonable prior written notice from the Administrative Agent to the Borrower, to and discuss the affairs, finances Borrowers’ affairs with Borrowers’ officers and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures)senior management; provided that the Administrative Agent may not exercise such rights more often than access, examinations, audits and inspections shall be limited to two times during instances in any calendar year (unless an Event of Default has occurred and is continuing continuing, in which case no such limit shall exist) and only one such time will be at Borrowers’ expense. Borrowers will deliver to Agent any instrument necessary for Agent to obtain records from any service bureau maintaining records for any Borrower. Agent may, and at the Borrower’s expense; and provideddirection of Required Lenders shall, further, that at any time when an Event of Default is continuingexists, and at Borrowers’ expense, make copies of all of Borrowers' books and records, or require Borrowers to deliver such copies to Agent. Upon reasonable request to senior management of Borrowers, Agent may, without expense to Agent, use such of Borrowers’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing Agent’s Liens. Agent shall have the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower right, at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and time, in Agent’s name or in the Lenders shall give name of a nominee of Agent, to verify the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7)validity, 5.05 and 5.07) amount, or any other Loan Documentmatter relating to the Accounts, none of the Loan Parties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofInventory, or discussion ofother Collateral, any documentby mail, information telephone, or other matter with any Disqualified Institution or other competitor otherwise; provided, however, in the absence of an Event of Default, Agent agrees that it will not attempt to the Borrower or any of its Subsidiaries or that verify more than ten (110) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its SubsidiariesAccounts each month.

Maintaining Records; Access to Properties and Inspections. Permit (a) Maintain all financial records in accordance with GAAP and permit any Persons persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries at reasonable times, upon reasonable prior written notice from the Administrative Agent to Holdings or the Borrower, and as often as reasonably requested, requested and to make extracts from and copies of such financial records, and permit any Persons persons designated by the Administrative AgentAgent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior written notice from to Holdings or the Administrative Agent to the Borrower, Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries with the officers thereof and independent accountants therefor (subject to such accountant’s policies reasonable requirements of confidentiality, including requirements imposed by law or by contract). (b) Each Loan Party shall, and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event shall cause each of Default is continuing and only one such time will be at the Borrower’s expense; and providedits Subsidiaries to, furtherwith respect to each owned, that when an Event of Default is continuingleased, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time controlled property, during normal business hours and upon reasonable advance notice. The notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Administrative Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that Related Parties, as frequently as Administrative Agent reasonably determines to be appropriate; (1b) constitutes non-financial trade secrets or non-financial proprietary information, permit the Administrative Agent (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or and any of its SubsidiariesRelated Parties including collateral auditors chosen by and satisfactory to Agent) to conduct field examinations of, audit, inspect and review the Loan Parties’ Collateral and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records; and (c) permit Administrative Agent (and any of its Related Parties, including appraisers chosen by and satisfactory to Administrative Agent) to inspect, review, evaluate and make physical verifications and appraisals of all or any portion of Collateral in any manner and through any medium that Administrative Agent considers advisable, in each instance, at the Loan Parties’ expense.

Maintaining Records; Access to Properties and Inspections. Permit Keep proper books and records and accounts in which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law are made of all material dealings and transactions in relation to its business and activities. Each Loan Party will permit any Persons representatives designated by the Administrative Agent Co-Collateral Agents (including, without limitation, any Lender desiring to accompany representatives of the Co-Collateral Agents) to visit and inspect the financial records and the properties Property of the Borrower or any Restricted Subsidiary such Loan Party at reasonable times, upon times during normal business hours with reasonable prior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons representatives designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, Co-Collateral Agents to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary Loan Party with the officers thereof and independent accountants therefor (other than information which is subject to such accountant’s policies and proceduresan attorney-client privilege or would result in a breach of a confidentiality obligation of the Loan Parties to any other Person); provided provided, however, that (x) the Administrative Agent may not exercise such rights more often than Borrowers shall only be required to pay the reasonable fees and out-of-pocket expenses for (i) from the Effective Date through December 31, 2010, one examination and inventory appraisal, and (ii) thereafter, two times during any examinations and inventory appraisals per calendar year unless an Event Excess Availability is less than the greater of Default is continuing (A) $25,000,000 or (B) 15% of the lesser of the Revolving Commitments of all Revolving Lenders or the Revolving Borrowing Base, in which event the Borrowers shall be required to pay the reasonable fees and only one such time will out-of-pocket expenses for three examinations and inventory appraisals per calendar year, and (y) a representative of the Lead Borrower shall be given the opportunity to be present for any communication with the independent accountants. In addition, the Co-Collateral Agents may undertake (a) additional field examinations and inventory appraisals at the Borrower’s expense; expense if a Specified Default exists, and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractorsb) may do any of the foregoing additional field examinations and inventory appraisals at the Co-Collateral Agents’ expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariestime.

Maintaining Records; Access to Properties and Inspections. Permit (a) Maintain all financial records in accordance with GAAP and permit any Persons persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries at reasonable times, upon reasonable prior written notice from the Administrative Agent to Holdings or the Borrower, and as often as reasonably requested, requested and to make extracts from and copies of such financial records, and permit any Persons persons designated by the Administrative AgentAgent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior written notice from to Holdings or the Administrative Agent to the Borrower, Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries with the officers thereof and independent accountants therefor (subject to such accountant’s policies reasonable requirements of confidentiality, including requirements imposed by law or by contract). (b) Each Loan Party shall, and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event shall cause each of Default is continuing and only one such time will be at the Borrower’s expense; and providedits Subsidiaries to, furtherwith respect to each owned, that when an Event of Default is continuingleased, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time controlled property, during normal business hours and upon reasonable advance notice. The notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Administrative Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Administrative Agent and any of its Related Persons, as frequently as Administrative Agent reasonably determines to be appropriate; (b) permit Administrative Agent (and any of its Related Persons including collateral auditors chosen by and satisfactory to Agent) to conduct field examinations of, audit, inspect and review the Lenders shall give the Borrower the opportunity Loan Parties’ Collateral and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records; and (c) permit Administrative Agent (and any of its Related Persons, including appraisers chosen by and satisfactory to participate Administrative Agent) to inspect, review, evaluate and make physical verifications and appraisals of all or any portion of Collateral in any discussions with manner and through any medium that Administrative Agent considers advisable, in each instance, at the Borrower’s independent accountants. Notwithstanding anything Loan Parties’ expense; provided, that notwithstanding any provision herein to the contrary in this Agreement contrary: (including Sections 5.04(7), 5.05 and 5.07i) or any other Loan Document, none of The first such field examination shall take place no later than 90 days from the Closing Date; (ii) the Loan Parties or any shall only be obligated to reimburse Agent for the expenses of the Restricted Subsidiaries will be required to disclosesuch field examinations, permit the inspectionaudits and inspections, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1x) constitutes non-financial trade secrets or non-financial proprietary information, two (2) times during any Fiscal Year if no Event of Default had occurred at such time and (y) two (2) times per fiscal quarter following the occurrence and during the continuance of an Event of Default; and (iii) the Loan Parties shall only be obligated to reimburse Agent for the expenses of such appraisals in respect of which disclosure is prohibited by law or any binding agreementInventory, (3x) is subject to attorney-client or similar privilege or constitutes attorney work product or two (42) creates times during any Fiscal Year if no Event of Default had occurred at such time and (y) an unreasonably excessive expense or burden on unlimited number of times following the Borrower or any occurrence and during the continuance of its Subsidiariesan Event of Default.

Maintaining Records; Access to Properties and Inspections. Permit Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Obligated Party and its Subsidiaries will permit any Persons representatives designated by the Administrative Agent or Security Trustee (a) to visit and inspect the financial records and the properties Collateral of the Borrower Obligated Parties or any Restricted Subsidiary at reasonable times, times and upon reasonable prior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, to evaluate Borrowers’ practices in the computation of the Borrowing Base and the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith (except that so long as no Event of Default exists and is continuing, Borrowers shall only be required to reimburse the Agent and Security Trustee for two (2) such visits and inspections per calendar year, unless at any time during such year a Covenant Testing Trigger Period occurs, in which case Borrowers shall then be required to reimburse the Agent and Security Trustee for three (3) such visits and inspections per calendar year; provided, that if any Event of Default has occurred and is continuing then no such limitation on Borrowers’ reimbursement obligations shall apply), (b) to conduct appraisals of the Vessels and Inventory and pay the reasonable fees and expenses in connection therewith (except that so long as no Event of Default exists and is continuing, Borrowers shall only be required to reimburse the Agent and Security Trustee for two (2) Vessel Appraisals (provided, that not more than one (1) such Vessel Appraisal shall be a physical appraisal) and two (2) appraisals of Inventory (provided, that not more than one (1) such appraisal of Inventory shall be a physical appraisal) per calendar year, unless at any time during such year a Covenant Testing Trigger Period occurs, in which case Borrowers shall then be required to reimburse the Agent and Security Trustee for three (3) Vessel Appraisals and three (3) appraisals of Inventory per calendar year; provided that if any Event of Default has occurred and is continuing then no such limitation on Borrowers’ reimbursement obligations shall apply) and (c) to permit any Persons representatives designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, or Security Trustee to discuss the affairs, finances and condition of the Borrower Obligated Parties or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject therefor. In addition to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any in limitation of the foregoing at foregoing, Agent and the expense of Security Trustee shall have the Borrower right at any time during normal business hours and upon reasonable advance notice. The Administrative or times, in Agent’s or the Security Trustee’s name or in the name of a nominee of Agent and or the Lenders shall give Security Trustee, to verify the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7)validity, 5.05 and 5.07) amount or any other Loan Documentmatter relating to any Collateral, none by mail, telephone, facsimile transmission or otherwise. In connection with any collateral monitoring or review and appraisal relating to the computation of the Loan Parties Borrowing Base, the Borrowers shall make such adjustments to the Borrowing Base as the Agent shall reasonably require based upon the terms of this Agreement and the results of such collateral monitoring, review or any appraisal. All appraisals and field examinations shall be conducted in such a manner as to minimize impact on the operations of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its SubsidiariesObligated Parties.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Borrower and normal business hours, to visit and inspect the properties of the Loan Parties and their Subsidiaries, at the Borrower’s expense, inspect, audit and make extracts from any Loan Parties and their Subsidiaries corporate, financial records or operating records, and discuss with their respective officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) the properties business, financial condition, assets and results of operations of any such Person (it being understood that a representative of the Borrower or any Restricted applicable Loan Party or Subsidiary at reasonable timesis allowed to be present in any discussions with officers, upon reasonable prior written notice from the Administrative Agent to the Borroweremployees, and as often as reasonably requestedagent, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof advisors and independent accountants therefor (subject to such accountant’s policies and proceduresaccountants); provided that the Administrative Agent may shall not exercise such rights more often than two (2) times during any calendar year unless twelve (12) month period absent the existence of an Event of Default is continuing Default. (c) Permit an Acceptable Appraiser to conduct, and only one cooperate with such time will Acceptable Appraiser in connection with, appraisals or updates thereof of Inventory to be at included in any Borrowing Base (each such appraisal or update thereto, an “Inventory Appraisal”) and in each twelve (12) month period (unless the Borrower’s expense; and providedBorrower otherwise requests that additional Inventory Appraisals be conducted in the relevant twelve (12) month period, further, that when an Event of Default is continuingas provided below), the Administrative Agent or any Lender may (or any of their respective representatives or independent contractors) may do any and upon the written request of the foregoing FILO B Documentation Agent, shall) cause to be conducted up to two (2) such Inventory Appraisals (at the expense of the Borrowers); provided that (i) if any Specified Event of Default has occurred and is continuing, there shall be no limit on the number of such Inventory Appraisals that the Administrative Agent may cause to be conducted at the expense of Borrower, and (ii) the Administrative Agent, may cause to be conducted additional Inventory Appraisals during any relevant twelve (12) month period (at the Lenders’ own expense). In addition to the foregoing, the Borrower may request in writing to the Administrative Agent that additional Inventory Appraisals be conducted from time to time, each at the expense of the Borrower, in order to effect a change in the Appraised Value Percentage of any of the Eligible Inventory or to evaluate and appraise any Inventory acquired in an acquisition other investment permitted under this Agreement or owned by any current or prospective Loan Party (and any such Inventory Appraisal shall not be considered for purposes of any limitation on Inventory Appraisals provided for herein). It is understood and agreed that (a) the Inventory Appraisals referred to in this Section 5.07(c) shall be for the benefit of the FILO B Lenders and the FILO B Lenders and the FILO B Documentation Agent shall not have a right to separate and/or independent Inventory Appraisals and (b) the methodology of each Inventory Appraisal shall be consistent with the appraisal methodology utilized in the most recent Inventory Appraisal completed as of the Closing Date (or the methodology most recently approved by the FILO B Documentation Agent), unless any changes in such methodology are approved by the FILO B Documentation Agent in its reasonable discretion. In the event the FILO B Documentation Agent disagrees with the results of any Inventory Appraisal or its methodology, which Inventory Appraisal results in a higher Appraised Value Percentage than the prior Inventory Appraisal, the prior Inventory Appraisal shall continue to be the Inventory Appraisal utilized for all purposes under this Agreement. (d) Permit the Administrative Agent (or professionals selected and engaged by the Administrative Agent) to conduct, and cooperate with Administrative Agent or such professionals in connection with, field examinations of (i) the books and records relating to the Borrowing Base Collateral and related financial information, in each case to ensure the adequacy of the Collateral included in the Borrowing Bases and of the Borrower’s practices in computing the Borrowing Bases and (ii) related reporting and control systems (each, a “Field Examination”), and in each twelve (12) month period, the Administrative Agent may (and upon the written request of the FILO B Documentation Agent, shall) conduct, or cause to be conducted, up to two (2) such Field Examinations (at the expense of the Borrower); provided that (A) if any Specified Event of Default has occurred and is continuing, there shall be no limit on the number of such Field Examinations that the Administrative Agent may cause to be conducted (each at the expense of the Borrowers), and (B) the Administrative Agent may cause to be conducted additional Field Examinations during any relevant twelve (12) month period (at the Lenders’ own expense). In addition to the foregoing, the Borrower may request in writing to the Administrative Agent that additional Field Examinations be conducted from time to time, each at the expense of the Borrower, in order to evaluate (x) the books and records relating to the prospective Borrowing Base Collateral of any current or prospective Loan Party and (y) the prospective Borrowing Base Collateral of any current or prospective Loan Party, in each case to ensure the adequacy of the Collateral included in any Borrowing Base and related reporting and control systems (and any such Field Examination shall not be considered for purposes of any limitation on Field Examinations provided for herein). The Loan Parties acknowledge and agree that the Administrative Agent shall, in connection with the Transactions, cause a Field Examination to be commenced on or about the Closing Date (with such Field Examination anticipated to be completed on or before the date that is ninety (90) days after the Closing Date). All such Field Examinations shall be commenced upon reasonable notice to the Borrower and performed during normal business hours of the Borrower. It is understood and upon agreed that Field Examinations referred to in this Section 5.07(d) shall be for the benefit of the FILO B Lenders and the FILO B Lenders and the FILO B Documentation Agent shall not have a right to separate and/or independent Field Examinations. (e) Reimburse the Administrative Agent for all reasonable advance noticeand documented out-of-pocket costs and expenses (other than legal fees or costs and expenses which are covered under Section 9.05) of the Administrative Agent in connection with (i) Inventory Appraisals (subject to the limitations in Section 5.07(c)) and (ii) Field Examinations (subject to the limitations in Section 5.07(d)). Subject to and without limiting the foregoing, the Borrower specifically agrees to pay the Administrative Agent’s then standard charges for examination activities, including the standard charges of the Administrative Agent’s internal appraisal group (it being understood that this sentence shall not limit the Administrative Agent’s right to use third parties for such purposes). No such inspection or visit shall unduly interfere with the business or operations of the Borrower, nor result in any damage to the Property or other Collateral. Neither the Administrative Agent nor any Lender shall have any duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower. The Borrower acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and the Lenders shall give for their purposes, and the Borrower the opportunity shall not be entitled to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesrely upon them.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Borrower and normal business hours, to visit and inspect the properties of the BorrowerLoan Parties and their Subsidiaries, at the Borrower’s expense as provided in clause (c) below, inspect, audit and make extracts from the Borrowerany Loan Parties and their Subsidiaries’s corporate, financial records or operating records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) the properties Borrower business, financial condition, assets and results of operations of any such Person (it being understood that a representative of the Borrower or any Restricted applicable Loan Party or Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent is allowed to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate present in any discussions with officers, employees, agent, advisors and independent accountants). No such inspection or visit shall unduly interfere with the business or operations of the Borrower, nor result in any damage to the Property or other Collateral. Neither the Administrative Agent nor any Lender shall have any duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower. The Borrower acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them. (c) Reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (other than legal fees or costs and expenses which are covered under Section 9.05) of the Administrative Agent in connection with examinations of the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 books and 5.07) records or any other Loan Document, none financial or Collateral matters as the Administrative Agent (acting at the direction of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor Required Lenders) deems appropriate subject to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary informationlimitations on such examinations, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject audits and appraisals permitted under the preceding paragraph. This Section shall not be construed to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on limit the Borrower or any of its SubsidiariesAdministrative Agent’s right to use third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the financial records and the properties Properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and as often as reasonably requested, to make extracts from and copies of such any Borrower’s corporate, financial or operating records, and permit any Persons designated by the Administrative Agentdiscuss with its officers, upon reasonable prior written notice from the Administrative Agent to the Borroweremployees, to discuss the affairsagents, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof advisors and independent accountants therefor (subject to such accountant’s accountants’ customary policies and procedures) such Borrower business, financial condition, assets and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Administrative Agent may not exercise shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is (i) less than 30% of the Line Cap for a period of 5 consecutive Business Days during such rights more often than two times 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and (ii) during any calendar year unless Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default is continuing Default, there shall be no limit on the number of additional field examinations and only one such time will inventory appraisals of Current Asset Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Borrower’s expense; and provided, further, that when an Event nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of Default is continuing, the Lead Borrower. Neither the Administrative Agent or nor any Lender (shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any of their respective representatives or independent contractors) may do any Borrower. Each of the foregoing at Borrowers acknowledges that all inspections, appraisals and reports are prepared by the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and Lenders for their purposes, and the Lenders Borrowers shall give not be entitled to rely upon them. (c) Reimburse the Borrower Administrative Agent for all reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 9.05) of the opportunity to participate Administrative Agent in connection with (i) examinations of any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 books and 5.07) records or any other Loan Documentfinancial or Collateral matters as the Administrative Agent deems appropriate; and (ii) field examinations and inventory appraisals of Collateral comprising the Borrowing Base; in each case subject to the limitations on such examinations, none audits and appraisals permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Administrative Agent’s then standard charges for examination activities, including the standard charges of the Loan Parties or any of Administrative Agent’s internal appraisal group. This Section shall not be construed to limit the Restricted Subsidiaries will be required Administrative Agent’s right to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesuse third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Borrower and normal business hours, to visit and inspect the financial records and the properties of the Borrower or any Restricted Subsidiary Borrower, at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower’s expense as provided in clause (c) below, inspect, audit and as often as reasonably requested, to make extracts from and copies of such the Borrower’s corporate, financial or operating records, and permit any Persons designated by the Administrative Agentdiscuss with its officers, upon reasonable prior written notice from the Administrative Agent to the Borroweremployees, to discuss the affairsagents, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof advisors and independent accountants therefor (subject to such accountant’s accountants’ customary policies and procedures); provided ) the Borrower business, financial condition, assets and results of operations (it being understood that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense a representative of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity is allowed to participate be present in any discussions with officers, employees, agent, advisors and independent accountants). No such inspection or visit shall unduly interfere with the business or operations of the Borrower, nor result in any damage to the Property or other Collateral. Neither the Administrative Agent nor any Lender shall have any duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower. The Borrower acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them. (c) Reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (other than legal fees or costs and expenses which are covered under Section 9.05) of the Administrative Agent in connection with examinations of the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 books and 5.07) records or any other Loan Document, none financial or Collateral matters as the Administrative Agent (acting at the direction of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor Required Lenders) deems appropriate subject to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary informationlimitations on such examinations, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject audits and appraisals permitted under the preceding paragraph. This Section shall not be construed to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on limit the Borrower or any of its SubsidiariesAdministrative Agent’s right to use third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. Permit Keep proper books of record and account (i) in which full, true and correct entries are made in all material respects in conformity with all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which all material dealings and transactions in relation to its business and activities are recorded. Each Company will permit any Persons representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties property of the Borrower or any Restricted Subsidiary such Company upon reasonable notice at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, times during normal business hours and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons representatives designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of such Company with the officers of such Company and advisors for such Company (or any including independent accountants); provided, however, that (a) (x) unless an Event of their respective representatives or independent contractorsDefault has occurred and is continuing (A) may do any only the Administrative Agent on behalf of the foregoing at Lenders may exercise the expense rights of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders under this Section 5.07 and (B) the Administrative Agent shall give exercise such rights no more than one time in each fiscal year (but it is understood that the Borrower Lenders or the Administrative Agent may also have a reasonable number of telephone conferences to have such discussions regarding such topics without reference to the foregoing limitation) and (y) if an Event of Default has occurred and is continuing, the expenses associated therewith shall be reasonable, (b) the Administrative Agent shall cooperate so that such visit does not materially disrupt the normal operations of the Companies, (c) the Administrative Agent shall conduct each such inspection in compliance with all reasonable safety and security requirements of the Companies and (d) the Companies shall have the opportunity to participate in any discussions with the Borrower’s independent accountantsadvisors. Notwithstanding anything The Companies shall have no obligation to the contrary in this Agreement disclose (including Sections 5.04(7), 5.05 and 5.07i) or any other Loan Document, none of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or materials that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited are protected by law or any binding agreement, (3) is subject to attorney-client privilege or similar privilege or constitutes constitute attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower disclosure of which would violate applicable law or any confidentiality obligations of its Subsidiariesthe Companies or (ii) trade secrets or proprietary information.

Maintaining Records; Access to Properties and Inspections. (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) Permit any Persons designated by the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Borrower and normal business hours, to visit and inspect the properties of the Loan Parties and their Subsidiaries, at the Borrower’s expense as provided in clause (c) below, inspect, audit and make extracts from the any Loan Parties and their Subsidiaries’ corporate, financial records or operating records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) the properties business, financial condition, assets and results of operations of any such Person (it being understood that a representative of the Borrower or any Restricted applicable Loan Party or Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent is allowed to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate present in any discussions with officers, employees, agent, advisors and independent accountants). No such inspection or visit shall unduly interfere with the business or operations of the Borrower, nor result in any damage to the Property or other Collateral. Neither the Administrative Agent nor any Lender shall have any duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower. The Borrower acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them. (c) Reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (other than legal fees or costs and expenses which are covered under Section 9.05) of the Administrative Agent in connection with examinations of the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 books and 5.07) records or any other Loan Document, none financial or Collateral matters as the Administrative Agent (acting at the direction of the Loan Parties or any of the Restricted 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 with any Disqualified Institution or other competitor Required Lenders) deems appropriate subject to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary informationlimitations on such examinations, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject audits and appraisals permitted under the preceding paragraph. This Section shall not be construed to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on limit the Borrower or any of its SubsidiariesAdministrative Agent’s right to use third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. Permit (a) Maintain all financial records in accordance with GAAP and applicable law and permit any Persons representatives designated by the Administrative Agent or any Lender to visit and inspect the properties and financial records of AbitibiBowaterResolute, any Borrower and the properties any of the Borrower or any Restricted Subsidiary at reasonable times, their respective Subsidiaries during normal business hours and upon reasonable prior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons representatives designated by the Administrative Agent, upon reasonable prior written notice from the Administrative Agent to the Borrower, or any Lender to discuss at such reasonable times and at such reasonable intervals as may be reasonably requested the affairs, finances and condition of the AbitibiBowaterResolute, any Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two times during any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuing, the Administrative Agent or any Lender (or any of their respective representatives Subsidiaries or independent contractors) may do any properties of AbitibiBowaterResolute, any Borrower and any of their respective Subsidiaries with any officers thereof and (in the foregoing presence of AbitibiBowaterResolute, any Borrower or a Subsidiary of AbitibiBowaterResolute, unless a Default or Event of Default shall have occurred and be continuing) independent accountants therefor; provided, however, that all such visits, inspections and inquiries shall be coordinated through the Administrative Agent. (b) AbitibiBowaterResolute will, and will cause each of its Subsidiaries to, permit a third-party appraiser and a third-party consultant selected by the Collateral Agent (and, to the extent such third-party appraiser is not Hilco Appraisal Services, LLC and/or such third-party consultant is not Protiviti Inc., reasonably satisfactory to AbitibiBowaterResolute) to, upon the request of the Collateral Agent, conduct (at the expense reasonable cost of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7Borrowers), 5.05 and 5.07(x) or any other Loan Document, none an appraisal of the Inventory of the Loan Parties or any and (y) a collateral examination of the Restricted Subsidiaries will be required to discloseAccounts of the Loan Parties, permit the inspectionin each -154- case, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor in scope reasonably satisfactory to the Borrower Collateral Agent; provided, however, so long as no Event of Default and no Dominion Period exists, the Collateral Agent may only make one request in respect of each of clause (x) and (y) above during each fiscal year (or, during any period (A) commencing on the date on which the Excess Availability is less than 40the greater of (I) $133 million and (II) 20% of the Total Commitment as then in effect and (B) ending on the first date thereafter on which the Excess Availability has been equal to or any greater than 40(I) $133 million and (II) 20% of its Subsidiaries or the Total Commitment as then in effect for 40 consecutive days, up to two requests in respect of each of clause (x) and (y) above during each fiscal year), in each case at the reasonable cost of the Borrowers.; provided further, that (1) constitutes non-financial trade secrets or non-financial proprietary informationwith respect to such appraisals, so long as there has been no Acquisition during such fiscal year, such costs shall not exceed $45,000 per appraisal and (2) in with respect of which disclosure is prohibited by law or any binding agreementto such collateral examinations, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariessuch costs shall not exceed $2,000 per field examiner, per day.

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by (a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP. (b) During an Inspection Period, permit the Administrative Agent Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the financial records and the properties Properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, at the Borrowers’ expense as provided in clause (c) below, inspect, audit and as often as reasonably requested, to make extracts from and copies of such any Borrower’s corporate, financial or operating records, and permit any Persons designated by the Administrative Agentdiscuss with its officers, upon reasonable prior written notice from the Administrative Agent to the Borroweremployees, to discuss the affairsagents, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof advisors and independent accountants therefor (subject to such accountant’s accountants’ customary policies and procedures) such Borrower’s business, financial condition, assets and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Administrative Agent may shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that (x) if at any time a Liquidity Event shall have occurred and be continuing, (i) up to two additional field examinations and up to two additional inventory appraisals of Current Asset Collateral shall be permitted in such 12-month period at the Borrowers’ expense and (ii) one additional field examination and one additional inventory appraisal of Current Asset Collateral shall be permitted in such 12-month period at the Lenders’ expense (but, in the case of clauses (i) and (ii), in any event not exercise such rights more often frequently than two times quarterly) and (y) during any calendar year unless the existence and continuance of an Event of Default is continuing Default, there shall be no limit on the number of additional field examinations and only one such time will be inventory appraisals of Current Asset Collateral, at the Borrower’s Borrowers’ expense; and provided, further, that when an Event shall be permitted at the Administrative Agent’s request, in each case, in a form and from a third-party appraiser or consultant reasonably satisfactory to the Administrative Agent. No such inspection or visit shall unduly interfere with the business or operations of Default is continuingany Borrower, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Administrative Agent or nor any Lender (shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any of their respective representatives or independent contractors) may do any Borrower. Each of the foregoing at Borrowers acknowledges that all inspections, appraisals and reports are prepared by the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and Lenders for their purposes and the Lenders Borrowers shall give not be entitled to rely upon them. (c) Reimburse the Borrower Administrative Agent for all reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 9.05) of the opportunity to participate Administrative Agent in connection with (i) examinations of any discussions with the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 books and 5.07) records or any other Loan Documentfinancial or Collateral matters as the Administrative Agent deems appropriate; and (ii) field examinations and inventory appraisals of Collateral comprising the Borrowing Base; in each case subject to the limitations on such examinations, none audits and appraisals permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Administrative Agent’s then standard charges for examination activities, including the standard charges of the Loan Parties or any of Administrative Agent’s internal appraisal group. This Section shall not be construed to limit the Restricted Subsidiaries will be required Administrative Agent’s right to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Institution or other competitor to the Borrower or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its Subsidiariesuse third parties for such purposes.

Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by the Administrative Agent to visit and inspect the Maintain all financial records and the properties of the Borrower or any Restricted Subsidiary at reasonable times, upon reasonable prior written notice from the Administrative Agent to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, in accordance with GAAP and permit any Persons designated by the Administrative Agent, accompanied by any Lender which so elects, upon reasonable prior written advance notice from the Administrative Agent to the Borrower, to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent may not exercise such rights more often than two at reasonable times during regular business hours, and at any calendar year unless an Event of Default is continuing and only one such time will be at the Borrower’s expense; and provided, further, that when an Event of Default is continuingexists, to have access to, examine, audit, make extracts from or copies of, and inspect any or all of the Loan Parties’ records, files, and books of account and the Collateral, and discuss the Loan Parties’ affairs with the Loan Parties’ officers and senior management; provided that such access, examinations, audits and inspections shall be limited to two instances in any calendar year and will be at the Loan Parties’ expense. The Loan Parties will deliver to the Administrative Agent any instrument necessary for the Administrative Agent to obtain records from any service bureau maintaining records for the Loan Parties. The Administrative Agent may, and at the direction of the Required Lenders shall, at any time when an Event of Default exists, and at the Loan Parties’ expense, make copies of all of the Loan Parties’ books and records, or require the Loan Parties to deliver such copies to the Administrative Agent. Upon reasonable request to senior management of the Borrower, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any may, without expense to the Administrative Agent, use such of the foregoing at Loan Parties’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the expense of the Borrower at any time during normal business hours and upon reasonable advance noticeCollateral Agent’s Liens. The Administrative Agent and shall have the Lenders shall give right, at any time, in the Borrower Administrative Agent’s name or in the opportunity name of a nominee of the Administrative Agent, to participate in any discussions with verify the Borrower’s independent accountants. Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7)validity, 5.05 and 5.07) amount, or any other Loan Documentmatter relating to the Accounts, none of the Loan Parties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts ofInventory, or discussion ofother Collateral, any documentby mail, information telephone, or other matter with any Disqualified Institution or other competitor otherwise; provided, however, in the absence of an Event of Default, the Collateral Agent agrees that it will not attempt to the Borrower or any of its Subsidiaries or that verify more than ten (110) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on the Borrower or any of its SubsidiariesAccounts each month.