Common use of Access to Collateral; Books and Records Clause in Contracts

Access to Collateral; Books and Records. Upon reasonable prior notice and during normal business hours (provided that no notice shall be required when an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than twice every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $1,000 per person per day (or such higher amount as shall represent Collateral Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule the audit with less than eight (8) days written notice to Collateral agent and/or such Lender, then (without limiting any of Collateral Agent’s and/or such Lender’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender a fee of Two Thousand Dollars ($2,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender to compensate Collateral Agent and/or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon Allow Agent and the Lenders or their agents, at reasonable prior times, on five (5) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than twice every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000.00) per person per day (or such higher amount as shall represent Collateral Agent’s or the applicable Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight (8) days written notice to Collateral agent and/or such LenderAgent, then (without limiting any of Collateral Agent’s and/or such or any Lender’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender a fee of Two Thousand Dollars ($2,000$ 2,000.00) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender to compensate Collateral Agent and/or such Lender for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding the foregoing, the Initial Audit shall be completed within ninety (90) days after the Closing Date.

Access to Collateral; Books and Records. Upon Allow Bank, or its agents, at reasonable prior times, on one (1) Business Day’s notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than twice once every twelve six (126) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessarycontinuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($1,000 850) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Upon Keep proper books of record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Loan Parties shall, and shall cause each other Loan Party and each of their respective Subsidiaries to, allow Collateral Agent, at the sole cost of Loan Parties, during regular business hours upon reasonable prior notice and during normal business hours (provided that no notice shall be required when an Event of Default has occurred and is continuing), allow Collateral Agent to visit and each Lender, or inspect any of its respective agentsproperties, to inspect the Collateral examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and copy Borrower’s Booksanalysis of its operations and the Collateral. Such inspections or audits shall be conducted no more often than twice once every twelve year (12or more frequently as Collateral Agent shall determine conditions warrant, in its reasonable discretion) months unless (and more frequently if) an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessarycontinuing. The foregoing inspections and audits shall be at Borrower’s Loan Parties’ expense, and the charge therefor shall be One Thousand Dollars ($1,000 1,000) per person per day (or such higher amount as shall represent Collateral Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Loan Parties and Collateral Agent and/or such Lender schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels Loan Parties cancel or seeks seek to reschedule the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderAgent, then (without limiting any of Collateral Agent’s and/or such Lender’s rights or remedies), Borrower Loan Parties shall pay Collateral Agent and/or such Lender a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender to compensate Collateral Agent and/or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon At reasonable prior times, on one (1) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, Lenders or its respective their agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than twice once every twelve (12) months if Lenders have made Revolving Advances unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessarynecessary and regardless of whether Lenders have made Revolving Advances. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $1,000 850 per person per day (or such higher amount as shall represent Collateral Agent’s or any Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such or any Lender schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or Agent or any such Lender, then (without limiting any of Collateral Agent’s and/or such Lender’s rights or remedies), ) Borrower shall pay Collateral Agent and/or or such Lender a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Collateral Agent and/or or such Lender lender to compensate Collateral Agent and/or or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon In addition to the Initial Audit (which shall be completed by Bank on or before the date that is ninety (90) days after the Effective Date), allow Bank, or its agents, at reasonable prior times, on three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s BooksBooks (provided that Borrower shall not be required to make available to Bank under this Section 6.10 information that is subject to attorney-client privilege or other information that Borrower is not permitted by statute, regulation or court order to disclose). Such inspections or audits shall be conducted no more often than twice once every twelve (12) months unless an Event of Default has occurred and is continuing in which case continuing. Borrower acknowledges and agrees that the first such audit shall occur on or prior to the date that is ninety (90) days after the Effective Date. The Initial Audit and the other inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessary. The foregoing inspections and audits contemplated in this Section 6.10 shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($1,000 850.00) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon At reasonable prior times, on three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than twice every twelve (12) months months, unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often more frequently as Collateral Agent and each Lender shall determine is necessaryBank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000.00) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight (8) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any reasonable out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding the foregoing, Borrower hereby acknowledges and agrees that the Initial Audit will be conducted not later than ninety (90) days after the Effective Date; provided that to the extent the failure to complete such Initial Audit within such timeframe is not the fault of Borrower, then it shall not be an Event of Default.

Access to Collateral; Books and Records. Upon At reasonable prior times, on at least three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank determines in its reasonable discretion that conditions warrant, but no more often than twice every twelve (12) months months), unless an Event of Default has occurred and is continuing continuing, in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000.00) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.” 2.11 Section 6.9(c) (Minimum Adjusted EBITDA/Maximum Adjusted EBITDA Loss). Section 6.9(c) is amended in its entirety and replaced with the following:

Access to Collateral; Books and Records. Upon Allow Collateral Agent or any Lender, or their respective agents, at reasonable prior times, on three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than twice once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each or any Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000 1,000) per person per day (or such higher amount as shall represent Collateral Agent’s or such Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such any Lender schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or Agent or such Lender, then (without limiting any of Collateral Agent’s and/or or such Lender’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender to compensate Collateral Agent and/or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon In addition to the Initial Audit, at reasonable prior times, on one (1) Business Day’s notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than twice once every twelve (12) months (or more frequently as Bank in its good faith business discretion determines that conditions warrant), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank shall determine is necessary. The foregoing inspections and audits audits, including, without limitation, the Initial Audit, shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000.00) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be completed prior to the earlier of (i) the date that is one hundred twenty (120) days after the Effective Date; and (ii) prior to the Funding Date of an Advance request which will result in Seven Million Five Hundred Thousand Dollars ($7,500,000.00) or more of outstanding Advances on the Revolving Line.

Access to Collateral; Books and Records. Upon (a) Allow Bank, or its agents, at reasonable prior times, on five (5) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s Books; provided, however, the foregoing may be subject to such exclusions and redactions as reasonably necessary in order to prevent violation of the attorney client privilege with respect to pending or threatened litigation. Such inspections or audits shall be conducted no more often than twice once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank in its good faith business judgment shall determine is necessarynecessary and all inspections or audits will be done remotely via videoconference (or other applicable technology) during the COVID-19 pandemic or in the event of any other health-related U.S. government shutdown. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000 1,000) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight (8) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two Thousand Dollars ($2,000) plus any reasonable and documented out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. (b) During the course any inspections, audits and other visits and discussions permitted under clause (a) above or elsewhere under the Loan Documents, representatives of Bank may encounter individually identifiable healthcare information as defined under HIPAA, or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). Unless otherwise required by any applicable laws, Bank and its representatives shall not require or perform any act that would cause Borrower or any other Person to violate any Health Care Laws, including HIPAA, including, without limitation, as a result of the disclosure of any Confidential Healthcare Information. In the event that Bank proposes to undertake activities that Borrower reasonably believes would constitute services of a “business associate” under HIPAA, including the disclosure of any protected Confidential Healthcare Information, the parties hereto agree to review the matter and, where appropriate, Bank may take action to comply with HIPAA, and shall, upon Borrower’s reasonable request, execute a business associate agreement with the applicable Person.

Access to Collateral; Books and Records. Upon Allow Bank, or its agents, at reasonable prior times, on one (1) Business Day’s notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than twice once every twelve (12) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessarycontinuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($1,000 850) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Upon At reasonable prior times, on three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than twice once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur be conducted as often frequently as Collateral Agent and each Lender shall determine is necessaryBank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000.00) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight (8) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower agrees that the Initial Audit shall be completed prior to the first Advance to occur after the Second Amendment Effective Date.” 2.11 Section 6.8(a) (Accounts). Section 6.8(a) is amended in its entirety and replaced with the following: (a) Maintain the Cash Collateral Account, and all of Borrower’s primary operating accounts, depository accounts and excess cash with Bank or Bank’s Affiliates; provided that, Borrower shall be required to maintain account balances in the name of Borrower at Bank representing at least 70.0% of Borrower’s and its Domestic Subsidiaries’ consolidated cash wherever located, so long as, in each case, any account in the name of Borrower maintained outside of Bank shall be subject to a Control Agreement in favor of Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain one or more accounts outside of Bank and Bank’s Affiliates, provided that the maximum aggregate balance in such accounts (for all such accounts together) shall not exceed Three Million Dollars ($3,000,000.00) at any time (the “Permitted Accounts”). In addition, Borrower shall conduct all of its cash management, letters of credit, business credit cards, and merchant services banking with Bank and Bank’s Affiliates.” 2.12 Section 6.9 (

Access to Collateral; Books and Records. Upon At reasonable prior times, on three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than twice once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight (8) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two Thousand Dollars ($2,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the Initial Audit will be conducted prior to the initial Advance but not later than ninety (90) days after the Effective Date. In addition, Bank reserves the right, in its good faith business judgment as conditions warrant, to conduct an independent third party appraisal of Borrower’s Inventory at Borrower’s sole cost and expense.

Access to Collateral; Books and Records. Upon Allow Bank, or its agents, at reasonable prior times, on two (2) Business Day’s notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits , provided that no collateral exams shall be conducted no more often than twice every twelve at any time a Borrowing Base Period is not in effect and the Borrower is in compliance with the financial covenants set forth in Section 6.7 hereof (12) months unless an Event of Default has occurred and is continuing continuing, in which case Bank may conduct such inspections and or audits at any time). Such inspections or audits shall occur as often as Collateral Agent and each Lender shall determine is necessarybe conducted within thirty (30) days of the start of any Borrowing Base Period if there are (i) any outstanding Advances or Acquisition Loans or (ii) outstanding Obligations in respect of Letters of Credit, FX Forward contracts or Cash Management Services which in excess of $4,000,000. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $1,000 850 per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.” and inserting in lieu thereof the following:

Access to Collateral; Books and Records. Upon In addition to the Initial Audit, at reasonable prior times, on five (5) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than twice once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower and Bank acknowledge and agree that the Initial Audit shall be completed prior to the date that is ninety (90) days after the Effective Date.

Access to Collateral; Books and Records. Upon Allow Collateral Agent and Lenders, or their agents, at reasonable prior times, on three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent to visit and each Lenderinspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its respective agentsaffairs, finances and accounts with its directors, officers, and independent public accountants, and to inspect the Collateral and audit and copy Borrower’s Books. Such visits, inspections or audits shall be conducted (x) within 45 days after the Effective Date and (y) thereafter, no more often than twice once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as or if Collateral Agent and each Lender shall determine is necessaryhas determined in its reasonable but sole discretion that additional visits, inspections or audits are required. The foregoing visits, inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $1,000 850.00 per person per day (or such higher amount as shall represent Collateral Agent’s then-current standard charge for the same)day, plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such or any Lender schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or Agent or any such Lender, then (without limiting any of Collateral Agent’s and/or such Lender’s rights or remedies), Borrower shall pay Collateral Agent and/or or such Lender a fee of Two Thousand Dollars ($2,000) 1,000.00 plus any out-of-pocket expenses incurred by Collateral Agent and/or or such Lender to compensate Collateral Agent and/or or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon Allow Administrative Agent, or its agents, at reasonable prior times, on one (1) Business Day’s notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent to visit and each Lenderinspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its respective agentsaffairs, finances and accounts with its directors, officers, and independent public accountants, and to inspect the Collateral and audit and copy Borrower’s Books. Such visits, inspections or audits shall be conducted (x) at least 45 days prior to the first Revolving Advance, and (y) thereafter, no more often than twice once every twelve six (126) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessarycontinuing. The foregoing visits, inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $1,000 850 per person per day (or such higher amount as shall represent Collateral Administrative Agent’s or any Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Administrative Agent and/or such or any Lender schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or Administrative Agent or any such Lender, then (without limiting any of Collateral Administrative Agent’s and/or such Lender’s rights or remedies), Borrower shall pay Collateral Administrative Agent and/or or such Lender a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Collateral Administrative Agent and/or or such Lender to compensate Collateral Administrative Agent and/or or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon At reasonable prior times, on five (5) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such Subject to the last sentence of this Section 6.6, the foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than twice once every twelve six (126) months unless an Event of Default has occurred and is continuing or as Bank determines in which case such its good faith business judgment that conditions warrant more frequent inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessaryor audits. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($1,000 850) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding anything else to the contrary contained in this Section 6.6, Bank’s right to inspect the Collateral and conduct its audits shall be no more than once every twelve (12) months if (a) the average principal balance of amounts outstanding under the Revolving Line do not exceed $750,000 in any month and (b) no Event of Default has occurred.

Access to Collateral; Books and Records. Upon In addition to the Initial Audit, at reasonable prior times, on one (1) Business Day’s notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, Bank or its respective agents, representatives or third party contractors, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, inspect the Inventory and other tangible assets of Borrower, perform appraisals of the Inventory of Borrower, and to conduct field examinations. Such inspections or audits Each of the foregoing inspections, audits, exams and appraisals shall be conducted no more often than twice once every twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant), unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank shall determine is necessary. The foregoing inspections inspections, audits, exams and audits appraisals (including, without limitation, the Initial Audit) shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000.00) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight (8) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two Thousand Dollars ($2,0002,000.00) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon In addition to the Initial Audit (which shall be completed by Bank on or before the date that is sixty (60) days after the Effective Date), allow Bank, or its agents, at reasonable prior times, on three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s BooksBooks (provided that Borrower shall not be required to make available to Bank under this Section 6.10 information that is subject to attorney-client privilege or other information that Borrower is not permitted by statute, regulation or court order to disclose). Such inspections or audits shall be conducted no more often than twice once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such continuing. The Initial Audit and the other inspections and audits shall occur as often as Collateral Agent and each Lender shall determine is necessary. The foregoing inspections and audits contemplated in this Section 6.10 shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($1,000 850.00) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000.00) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon Allow the Lender, or its agents, at reasonable prior times, on three (3) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each Lender, or its respective agents, to inspect the Collateral and audit and copy Borrower’s Booksany Books and Records. Such inspections or audits shall be conducted no more often than twice once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each the Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000 1,000) per person per day (or such higher amount as shall represent Collateral Agent’s then-current standard charge for the same)day, plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such the Lender schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight (8) days written notice to Collateral agent and/or such the Lender, then (without limiting any of Collateral Agent’s and/or such the Lender’s rights or remedies), Borrower shall pay Collateral Agent and/or such the Lender a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such the Lender to compensate Collateral Agent and/or such the Lender for the anticipated costs and expenses of the cancellation or rescheduling. Borrower shall also make reasonably available one or more employees or officers in Borrower’s finance department with knowledge of the Bi-Weekly Reports to discuss the Bi-Weekly Reports with the Lender upon request of the Lender.

Access to Collateral; Books and Records. Upon At reasonable prior times, on one (1) Business Day’s notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderAgent, or its respective agents, to inspect shall have the Collateral and audit and copy Borrowerright, on an annual basis (or more frequently in Agent’s Books. Such inspections sole discretion after a Default or audits shall be conducted no more often than twice every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections continuing), to inspect the Collateral and audits shall occur as often as Collateral Agent the right to audit and each Lender shall determine is necessarycopy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $1,000 850 per person per day (or such higher amount as shall represent Collateral Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, that the cost of such inspections and audits will not exceed Fifteen Thousand Dollars ($15,000) in any twelve (12) month period (excluding the cost of inspections and audits conducted after the occurrence and during the continuance of an Event of Default) and such inspections and audits will not be conducted more frequently than once in any calendar quarter (unless a Default or an Event of Default has occurred and is continuing, in which case such inspections and audits may be conducted more frequently in Agent’s sole discretion). In the event Borrower and Collateral Agent and/or such Lender schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderAgent, then (without limiting any of Collateral Agent’s and/or such Lender’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender a fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender to compensate Collateral Agent and/or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon (a) At reasonable prior times, on five (5) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than twice once every twelve (12) months months, unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be $1,000 1,000.00 per person per day (or such higher amount as shall represent Collateral Agent’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expensesexpenses to the extent that such expenses and charges shall not exceed $50,000 per annum in the aggregate. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight (8) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two Thousand Dollars ($2,000) 2,000.00 plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling. (i) Keep proper books of records and account, at the location listed in Section 4(a) of the Perfection Certificate delivered on the Effective Date (or such other location approved in writing by Bank in its sole discretion), in which full, true and correct entries in conformity with GAAP and all Applicable Law in all material respects shall be made of all dealings and transactions in relation to its business and activities, (ii) set up and maintain on its books such reserves as may be required by GAAP with respect to doubtful Installer Advances and Originated Customer Loans and all Taxes, assessments, charges, levies and claims and with respect to its business and (iii) maintain a revenue recognition method in accordance with GAAP.

Access to Collateral; Books and Records. Upon At reasonable prior times, on five (5) Business Days’ notice and during normal business hours (provided that no notice shall be is required when if an Event of Default has occurred and is continuing), allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books.; provided, however that Borrower shall not be obligated pursuant to this Section 6.6 to provide access to any information the disclosure of which would adversely affect the attorney-client privilege between Borrower and its counsel. Such The foregoing inspections or and audits shall be conducted no more often than twice once every twelve (12) months (or more frequently as Bank in its sole reasonable discretion determines that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Collateral Agent and each Lender Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($1,000 1,000) per person per day (or such higher amount as shall represent Collateral AgentBank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule or reschedules the audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), ) Borrower shall pay Collateral Agent and/or such Lender Bank a fee of Two One Thousand Dollars ($2,0001,000) plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or rescheduling.

Access to Collateral; Books and Records. Upon At reasonable prior notice times, and during normal business hours on one (provided that no notice shall be required when an Event of Default has occurred and is continuing)1) Business Day’s notice, allow Collateral Agent and each LenderBank, or its respective agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Booksbooks and records. Such inspections or audits shall be conducted no more often than twice every twelve (12) months unless an Event of Default has occurred and If the Streamline Option is continuing not in which case effect, such inspections and audits shall occur as often as Collateral Agent at least three times per year and each Lender prior to the initial Advance. If the Streamline Option is in effect, only an inspection and audit shall determine is necessarybe required prior to the initial Advance and such inspections and audits thereafter shall be limited to one per year if the Streamline Option has been in effect for that full year. Bank shall take reasonable steps to keep confidential all information obtained in any such inspection or audit, but Bank shall have the right to disclose any such information to its auditors, regulatory agencies, and attorneys, and pursuant to any subpoena or other legal process. The foregoing inspections and audits shall be at Borrower’s expense, expense and the charge therefor shall be $1,000 750 per person per day (or such higher amount as shall represent Collateral AgentBank’s then-then current standard charge for the same), plus reasonable out-of-pocket expenses; provided that so long as no Event of Default has occurred and is continuing and Borrower requests Credit Extensions regularly. Borrower shall not be required to pay such expenses more than three times per fiscal year unless such inspections and audits are pursuant to Borrower’s request for a Credit Extension. Audits following termination of the Streamline Option shall be at Borrower’s expense. In the event Borrower and Collateral Agent and/or such Lender Bank schedule an inspection or audit more than eight ten (8) 10) days in advance, and Borrower cancels or seeks to reschedule the inspection or audit with less than eight ten (8) 10) days written notice to Collateral agent and/or such LenderBank, then (without limiting any of Collateral Agent’s and/or such LenderBank’s rights or remedies), Borrower shall pay Collateral Agent and/or such Lender Bank a cancellation fee of Two Thousand Dollars ($2,000) 1,000 plus any out-of-pocket expenses incurred by Collateral Agent and/or such Lender Bank, to compensate Collateral Agent and/or such Lender Bank for the anticipated costs and expenses of the cancellation or reschedulingcancellation.