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

Inspection of Property and Books and Records. Such Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuing.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice at times to be mutually agreed by the Required Purchasers and such Credit Party once per calendar year (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Purchasers shall have access at any and all times during the continuance thereof): (a) provide access to such property to such Purchaser as the Required Purchasers may designate (the “Designated Purchaser”) and any of its Related Persons; providedand (b) permit the Designated Purchaser and any of its Related Persons to conduct field examinations, furtheraudit, inspect, and make extracts and copies from all of such Credit Party’s books and records, in each instance, at the Credit Parties’ expense; provided that the Borrower Credit Parties shall not only be required obligated to reimburse the costs Purchasers for the reasonable and documented expenses of the Administrative Agent one such field examination, audit and the Lenders collectively for inspection per calendar year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Purchaser may accompany the Designated Purchaser or its Related Persons in connection with any inspection at such Purchaser’s expense.

Inspection of Property and Books and Records. Such Credit Party shall(a) The Borrower shall keep or cause to be kept, and shall cause each Subsidiary to keep or cause to be kept, adequate records and book of its Restricted Subsidiaries to, (i) maintain proper books of record and account, account in which full, true and correct complete entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall are to be made of all reflecting its business and financial transactions and matters involving the assets as required by applicable rules and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements regulations of any Governmental Authority having regulatory jurisdiction over such Credit Party the Borrower or such Restricted Subsidiary, as any Subsidiary or the case may betransactions contemplated by this Agreement. Such Credit Party books of account shall be kept in a manner consistent with GAAP if so kept on the date hereof. The Borrower shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, the Lenders or their representatives at any reasonable time and from time to time at the Borrower’s expenserequest of the Administrative Agent, to visit and inspect any of their respective properties, to examine their the respective corporate, financial and operating records, and and, subject to the confidentiality provisions contained in Section 10.08 of this Agreement, make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance prior notice to the BorrowerBorrower of at least 24 hours in advance; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with may take the Administrative Agent) may do any of the foregoing actions specified in this sentence at any time times during normal business hours and without advance notice; provided. One or more officers, further, that employees or representatives of the Borrower shall not be required to reimburse the costs of may accompany the Administrative Agent or a Lender or their respective representatives when making any visit or inspection described in the preceding sentence. (b) Neither the Administrative Agent nor any Lender has any duty to visit or inspect the Borrower's or any Subsidiary's properties or to examine or copy such records and neither the Lenders collectively Administrative Agent nor any Lender shall incur any obligation or liability by reason of not making any such visit or inspection. In the event that the Administrative Agent or any Lender shall do any of the foregoing, it will be acting solely for more than one visit per Fiscal Year unless an Event the purposes of Default has occurred protecting the Administrative Agent or such Lender and preserving its rights under this Agreement. Neither the Borrower nor any other party is continuingentitled to rely on any inspection or other inquiry by the Administrative Agent or any Lender. Neither the Administrative Agent nor any Lender owes any duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party of, any adverse condition that may be observed as affecting the Borrower's or any Subsidiary's properties or business. The Administrative Agent or any Lender may in its discretion disclose to the Borrower or any other Person any findings made as a result of, or in connection with, any inspection of any such properties or records.

Inspection of Property and Books and Records. Such (a) Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity accordance with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder). (b) Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to, with respect to permiteach owned, representatives leased, or controlled property, during normal business hours and upon reasonable advance notice, provide access to such property to the Administrative Agent and Revolver Agent and any of their Related Persons; provided that only the Administrative Agent and Revolver Agent on behalf of the Lenders may exercise rights under this Section 4.9(b) and the Administrative Agent and Revolver Agent shall not exercise such rights more than two (2) times, in aggregate, during any calendar year and only one (1) such time shall be at the Borrower’s expense (in each case, unless an Event of Default shall have occurred and be continuing, in which event the Administrative Agent and Revolver Agent shall have access during normal business hours and upon reasonable advance notice and may exercise such as frequently as the Administrative Agent and Revolver Agent determine to be appropriate). Each Agent shall consult with the other Agent on the timing of such inspections. The Administrative Agent and Revolver Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent contractors (subject topublic accountants. Any Agent and any Lender may accompany any other Agent or its Related Persons in connection with any inspection, in the case of representatives or independent contractorsa Lender, at such representatives or independent contractors executing confidentiality agreements Lender’s expense. Notwithstanding anything to the contrary in form reasonably satisfactory to Holdings) this Section 4.9, none of the Administrative Agent Borrower or its designees, at the Borrower’s expense, to visit and inspect any of their respective propertiesthe Restricted Subsidiaries will be required to disclose, to examine their respective corporatepermit the inspection, financial and operating records, and make examination or making copies thereof or abstracts therefromof, and or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agentor their respective representatives or contractors) may do is prohibited by law or any of the foregoing at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required binding agreement or (c) is subject to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuingattorney-client or similar privilege or constitutes attorney work product.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year notice (unless an Event of Default has shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent reasonably determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided the Credit Parties shall only be obligated to reimburse Agent for the expenses for (i) one such field examination, audit and inspection per year if the Aggregate Revolving Loan Commitment is continuingnot Drawn during such year, (ii) two such field examinations, audits and inspections per year if the Aggregate Revolving Loan Commitment is Drawn during such year, (iii) three such field examinations, audits and inspections per year if at any point during such year Availability is less than twenty percent (20%) of the Revolving Borrowing Base and (iv) any other field examination, audit or inspection upon the occurrence and during the continuance of a Default or an Event of Default, which field examination, audit or inspection shall not count against the limits set forth in clause (i), (ii) and (iii). Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Party shall, The Borrower shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Borrower and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may beSubsidiaries. Such Credit Party The Borrower shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, (at the expense of the Borrower; provided that the Borrower shall be responsible for such expenses not more than one (1) time per year unless an Event of Default has occurred and is continuing), or any Lender (at such Lender’s expenseexpense unless an Event of Default shall have occurred and be continuing), to visit and inspect any of their respective propertiesProperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided provided, however, that members of senior management will be notified and permitted the foregoing shall not give rise to an independent right to conduct or cause to be present during any conducted a collateral audit (it being agreed that subsection 4.2(f) hereof shall be the sole provision of this Agreement governing Agent and Lenders’ right to conduct such meetingsa collateral audit); and provided, further, that however, when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuing.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated thereindisclosed herein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and each Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to each Agent and any of its Related Persons (who may be accompanied by one or more Lenders, as a group), as frequently as any Agent reasonably determines to be appropriate, but, unless an Event of Default shall have occurred and be continuing, such Agent or Related Person shall use reasonable efforts to conduct such visits without disruption to the business or causing undue burden on such Credit Party; and (b) permit each Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that any Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that, the Credit Parties shall only be obligated to reimburse the costs of the Administrative Agent for the expenses of one such field examination, audit and the Lenders collectively for inspection per calendar year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Lender may accompany any Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Each Loan Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Person. Each Loan Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Lender shall have access at any and all times during the continuance thereof): (a) provide access to reimburse the costs such property to Lender and any of its Related Persons, as frequently as Lender determines to be appropriate; and (b) permit Lender and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records, and evaluate and make physical verifications of the Administrative Agent Inventory and other Collateral in any manner and through any medium that Lender considers advisable, in each instance, at the Lenders collectively for more than one visit per Fiscal Year unless an Loan Parties’ expense. Notwithstanding the immediately preceding sentence, so long as no Default or Event of Default has occurred and is continuing, such visits, examinations, audits and inspections shall be limited to two per calendar year by the Lender at the sole cost and expense of the Loan Parties; provided, however, that (y) any such visits, examinations, audits and inspections which are made while any Default or Event of Default has occurred is continuing shall not be subject to the foregoing limitation and shall be at the sole cost and expense of the Loan Parties and (z) any such visits, inspections or examinations which are made at the cost and expense of the Lender, regardless of whether a Default or Event of Default has occurred and is continuing, shall not be limited to one per calendar year.

Inspection of Property and Books and Records. Such Credit Each Loan Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Person. Each Loan Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Lender shall have access at any and all times during the continuance thereof): (a) provide access to reimburse the costs such property to Lender and any of its Related Persons (including a representative of the Administrative Agent U.S. Small Business Administration), as frequently as Lender determines to be appropriate; and (b) permit Lender and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records, and evaluate and make physical verifications of the Lenders collectively for more than one visit per Fiscal Year unless an Inventory and other Collateral in any manner and through any medium that Lender considers advisable, in each instance, at the Loan Parties’ expense. Notwithstanding the immediately preceding sentence, so long as no Default or Event of Default has occurred and is continuing, such visits, examinations, audits and inspections shall be limited to two per calendar year by the Lender at the sole cost and expense of the Loan Parties; provided, however, that (y) any such visits, examinations, audits and inspections which are made while any Default or Event of Default has occurred is continuing shall not be subject to the foregoing limitation and shall be at the sole cost and expense of the Loan Parties and (z) any such visits, inspections or examinations which are made at the cost and expense of the Lender, regardless of whether a Default or Event of Default has occurred and is continuing, shall not be limited to one per calendar year.

Inspection of Property and Books and Records. Such Credit Each Note Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Person. Each Note Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Agent and its Related Persons and any Purchaser with a Commitment Percentage in excess of 5% and its Related Persons shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Agent and any of its Related Persons, and permit the Agent and any of its Related Persons to audit, inspect and make extracts and copies from all of such Note Party’s books and records as frequently as the Agent reasonably determines to be appropriate; provided(b) provide access to such property to any Purchaser with a Commitment Percentage in excess of 5% and any of its Related Persons, furtherand permit such Purchaser or Related Persons to audit, inspect and make extracts and copies from all of such Note Party’s books and records upon the request of such Purchaser (provided that such Purchaser shall reasonably coordinate with the other Purchasers so that they have the reasonable opportunity to join in such visit); and (c) permit the Agent and any of its Related Persons, to conduct field examinations, evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless or any Purchaser reasonably considers advisable. When an Event of Default has occurred and is continuing, all such audits, field examinations, evaluations, verifications and other inspections shall be at the Note Parties’ expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property in connection with this Agreement to Agent and any of its Related Persons as frequently as Agent determines to be appropriate; provided(b) permit Agent and any of its Related Persons to inspect, furtheraudit and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records; (c) permit Agent and its Related Persons to perform a compliance assessment not more frequently than once in any twelve-month period at Agent’s expense, unless a compliance assessment has otherwise been performed by a third party auditor acceptable to Agent during the most recently ended twelve-month period; and (d) permit Agent and its Related Persons to inspect, review, evaluate and make physical verifications and appraisals of all Accounts, Inventory, Eligible Equipment, Eligible Real Estate and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Borrower Credit Parties’ expense provided the Credit Parties shall not be required to reimburse the responsible for costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year expenses, unless an Event of Default has occurred and is continuing, more than (i) four (4) times per year with respect to Inventory Appraisals, (ii) four (4) times per year with respect to field examinations of Accounts and Inventory and (iii) one (1) time per year with respect to Equipment Appraisals and Real Estate Appraisals. Any Lender may accompany Agent in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party will, and will cause each of its Restricted Subsidiaries to, maintain a system of accounting established and administered in accordance with GAAP in all material respects, and will, and will cause each of its Restricted Subsidiaries to, keep adequate records and books of account in which complete and correct entries in all material respects will be made in accordance with such accounting principles consistently applied and reflecting all transactions required to be reflected by such accounting principles. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and accountwith respect to each owned, in which fullleased, true and correct entries in all material respects in conformity with GAAP or SAPcontrolled property, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Co-Collateral Agents shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Co-Collateral Agents and any of their Related Persons (subject to accountants’ customary policies and procedures), as frequently as the Co-Collateral Agents determine to be appropriate, upon reasonably advance notice to the Borrowers, for the purposes of inspecting, verifying and auditing the Collateral and all of each Credit Party’s books and records (including making extracts and copies thereof); and (b) permit the Co-Collateral Agents and any of their Related Persons to conduct field examinations; provided, that (i) the Co-Collateral Agents shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrowers’ expense and (ii) if Excess Availability is less than 20% of the then existing Revolving Loan Commitments for a period of three consecutive Business Days, the Co-Collateral Agents shall be permitted to request, and the Credit Parties shall be required to bear the cost of, two such field examinations in any calendar year; provided, further, that that, notwithstanding any of the Borrower foregoing, upon the occurrence and during the continuation of an Event of Default, there shall not be no limit on the number of inspections or field examinations which may be requested by the Co-Collateral Agents or the Required Lenders, and the Borrowers shall be required to reimburse bear the costs cost of the Administrative Agent all such inspections and the Lenders collectively for more than one visit per Fiscal Year unless field examinations. If an Event of Default has occurred and is continuing, any Lender may accompany the Co-Collateral Agents or their Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit (a) Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and account, in which entries that are full, true and correct entries in all material respects and are in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all material financial transactions and matters involving the assets and business of such Credit Person. (b) To the extent permitted by law, each Loan Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity shall, with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party respect to each owned, leased, or such Restricted Subsidiarycontrolled property, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required required): (i) provide access to reimburse the costs of such property to the Administrative Agent and any of its Related Parties, as frequently as the Lenders collectively Administrative Agent reasonably determines to be appropriate; and (ii) permit the Administrative Agent and any of its Related Parties to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records, and evaluate and make physical verifications of any Collateral in any manner and through any medium that the Administrative Agent reasonably considers advisable, in each instance, at the Loan Parties’ expense; provided the Loan Parties shall only be obligated to reimburse the Administrative Agent for more than the expenses for any such field examinations, audits and inspections (x) one visit time per Fiscal Year unless year (or, if a Trigger Event occurs during such year, two times per year), or (y) if an Event of Default has occurred and is continuing, as frequently as such field examinations, audits and inspections are conducted; provided, however, that such a field examination, audit and inspection shall be conducted at Loan Parties’ expense within six (6) months after the Amendment No. 2 Effective Date (or immediately upon the request of the Administrative Agent if at any time during such six (6) month period the Aggregate Revolving Exposure exceeds $10,000,000). Any Lender may accompany the Administrative Agent or its Related Parties in connection with any inspection at such L▇▇▇▇▇’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in conformity in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person other than minor errors or omissions that do not adversely impact such records and accounts. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent or Co-Collateral Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided, furtherthat notwithstanding any provision herein to the contrary, that the such field examinations with respect to each Borrower Group shall not only be required performed up to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year two (2) times in any calendar year, (i) unless a Trigger Event shall have occurred with respect to any Borrower Group (unless a corresponding Trigger Reset Event has occurred with respect thereto), in which case, such field examinations shall be performed up to three (3) times each calendar year with respect to such Borrower Group or (ii) at any time an Event of Default has occurred and is continuing, in which case, such field examinations shall be performed as frequently as Agent or Co-Collateral Agent, as the case may be, determines. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and accountwith respect to each owned, in which fullleased, true and correct entries in all material respects in conformity with GAAP or SAPcontrolled property, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records (provided, that any such examination, audit, inspections, extraction or copying in respect of any personnel records (including medical records) will be subject to any applicable privacy or confidentiality restrictions whether imposed by contract or Requirement of Law), and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at Credit Parties’ expense; provided, further, that the Borrower (x) Credit Parties shall not only be required obligated to reimburse Agent for the costs of the Administrative Agent expenses for two such field examinations, audits and the Lenders collectively for inspections per year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuingcontinuing or during a Trigger Period and (y) Agent and each of its Related Persons shall not have access to license agreements with third parties which by their terms prohibit disclosure to non-Credit Parties for so long as any Inventory covered by such agreements is not included in the Borrowing Base. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary sufficient for the preparation of financial statements in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdingsthe Borrower) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuing.

Inspection of Property and Books and Records. Such (a) Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. (b) Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Agent shall have access at any and all times during the continuance thereof): (i) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (ii) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable in its reasonable judgment, in each instance, at the Credit Parties’ expense; provided the Credit Parties shall only be obligated to reimburse Agent for the costs of reasonable expenses for (A) three (3) such field examinations, audits and inspections in any twelve consecutive month period, in the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an event that (x) no Event of Default has occurred and is continuingcontinuing and (y) Availability shall not have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period, (B) four (4) such field examinations, audits and inspections in any twelve consecutive month period, in the event that Availability shall have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period, and (C) all field examinations, audits and inspections conducted during the occurrence and continuance of an Event of Default. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense. (c) Each Credit Party shall, and shall cause each of its Subsidiaries to, permit Agent and any of its Related Persons from time to time, subject (except when a Default or Event of Default exists) to reasonable notice, to discuss with its officers, employees, agents, advisors and independent accountants such Person’s business, financial condition, assets (including Inventory, Credit Card Receivables and Private Label Credit Card programs), prospects and results of operations, and each such officer, employee, agent, advisor and independent accountant is hereby authorized and instructed to discuss and cooperate with Agent or such Related Person regarding the same. (d) The Credit Parties shall, and shall cause its Subsidiaries to, comply with the Private Label Credit Card Access and Monitoring Agreement and the PLCC Certificate.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be reasonably appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that, in addition to reimbursement of Agent for expenses of field examinations, audit and inspections prior to the Closing Date, a take-down field examination following the Closing Date and in connection with any Permitted Acquisition, the Credit Parties shall only be obligated to reimburse Agent for the costs of the Administrative Agent expenses for two such field examinations, audits and the Lenders collectively for inspections per year, or more than one visit per Fiscal Year unless frequently if either (i) an Event of Default has occurred and is continuingcontinuing or (ii) the average daily Availability in any fiscal month reaches or falls below $20,000,000. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an so long as no Event of Default has occurred and is continuing, the Credit Parties shall only be obligated to reimburse Agent for the expenses of (i) the field examination, audit and inspection conducted as part of seeking approval for the transactions contemplated hereunder, (ii) one such field examination, audit and inspection during any Fiscal Year ending on December 31, 2013 or thereafter and (ii) one additional field examination, audit and inspection in any such Fiscal Year (including the Fiscal Year ending on December 31, 2012) if at any time after the completion of the first field examination, audit or inspection referenced in clause (i) Availability is less than the Dominion/Reporting Threshold. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense, subject to limitations determined by Agent in its reasonable discretion.

Inspection of Property and Books and Records. Such Credit Party shall, The Guarantor shall maintain and shall cause each of its Restricted Subsidiaries to, (i) Subsidiary to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Guarantor and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party The Guarantor shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, any Bank to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the expense of the Guarantor and at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerGuarantor; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that (i) unless an Event of Default under the Facility Agreement shall have occurred and be continuing, (A) the Guarantor shall be responsible under this paragraph (k) for the costs and expenses of the Agent only, (B) all inspections, visits, examinations and other actions permitted or authorized hereunder shall be coordinated only through the Guarantor, and (C) physical inspections of the Borrower's facilities in Japan shall be made on two weeks' prior notice and shall occur no more frequently than semiannually in the case of inspections by the Agent and no more frequently than annually otherwise, and (ii) when an Event of Default under the Facility Agreement exists the Administrative Agent or any Lender (through coordination with Bank may make any visit, inspection or examination or take any other action authorized hereunder at the Administrative Agent) may do any expense of the foregoing Guarantor at any time during normal business hours hours, without advance notice and without advance notice; provided, further, that the Borrower shall not be required being subject to reimburse the costs any of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuingother restrictions described in clause (i).

Inspection of Property and Books and Records. Such Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and accountwith respect to each owned, in which fullleased, true and correct entries in all material respects in conformity with GAAP or SAPcontrolled property, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records (provided, that any such examination, audit, inspections, extraction or copying in respect of any personnel records (including medical records) will be subject to any applicable privacy or confidentiality restrictions whether imposed by contract or Requirement of Law), and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at Credit Parties’ expense; provided, further, that the Borrower Agent agrees that as long as no Default or Event of Default has occurred and is continuing and as long as such field examinations, audits and other inspections are conducted or obtained by the ABL Agent at least once in each six (6) month period and with professionals reasonably satisfactory to the Agent, the Agent shall not exercise its rights to obtain field examinations hereunder, so long as the ABL Agent furnishes a copy of each such field examination undertaken by it to the Agent (which the Credit Parties shall authorize and direct the ABL Agent to so do); provided, further that (x) Credit Parties shall only be required obligated to reimburse Agent for the costs of the Administrative Agent expenses for two such field examinations, audits and the Lenders collectively for inspections per year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuingcontinuing or during a Trigger Period and (y) Agent and each of its Related Persons shall not have access to license agreements with third parties which by their terms prohibit disclosure to non-Credit Parties for so long as any Inventory covered by such agreements is not included in the Borrowing Base. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Party shallEach of the Parent Guarantor and the Borrower shall maintain, and shall cause each of its Restricted Principal Subsidiaries toand Subsidiaries, (i) maintain respectively, to maintain, proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Parent Guarantor and the Borrower and such Restricted Subsidiary Principal Subsidiaries. Each of the Parent Guarantor and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall Borrower will permit, and shall will cause each of its Restricted Principal Subsidiaries and Subsidiaries, respectively, to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative any Agent or its designees, at the Borrower’s expense, Bank to visit and inspect any of their respective its properties, to examine their respective its corporate, financial and operating records, records and make copies thereof or abstracts therefrom, and to discuss their respective its affairs, finances and accounts with their respective its directors, officers, employees and independent public accountants, all accountants at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the Parent Guarantor or the Borrower, as the case may be; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists representatives from the Administrative United States offices of any Agent or any Lender (through coordination with Bank may visit and inspect at the Administrative Agent) may do any expense of the foregoing Borrower such properties at any time during normal business hours and without advance notice; provided, further, that the . The Borrower shall not be required to reimburse the costs of the Administrative Agent Agents and the Lenders collectively Banks for more than one visit per Fiscal Year unless their reasonable expenses incurred in conducting such visits and examinations when an Event of Default has occurred and is continuingexists.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be reasonably appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that, in addition to reimbursement of Agent for expenses of field examinations, audit and inspections prior to the Closing Date, a take-down field examination following the Closing Date and in connection with any Permitted Acquisition, the Credit Parties shall only be obligated to reimburse Agent for the costs of the Administrative Agent expenses for two such field examinations, audits and the Lenders collectively for inspections per year, or more than one visit per Fiscal Year unless frequently if either (i) an Event of Default has occurred and is continuingcontinuing or (ii) the average daily Availability in any fiscal month reaches or falls below $20,000,000. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Party shall, The Issuers shall maintain and shall cause each of its Restricted their Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries entries, in all material respects respects, in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all material financial transactions and matters involving the assets and business of such Credit Party the Issuers and such Restricted Subsidiary their Subsidiaries. After the occurrence and (ii) maintain such books during the continuance of record and account in material conformity with all applicable requirements an Event of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted SubsidiaryDefault, as the case may be. Such Credit Party Issuers shall permit, and shall cause each of its Restricted their Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, Noteholders (at the Borrower’s expenseexpense of the Issuers), to visit and inspect any of their respective propertiesProperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances finances, and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerIssuers; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that when a Responsible Officer of each Issuer shall be afforded the opportunity to attend any discussions with any independent public accountants (an “Issuer Inspection Right”). In addition, in the absence of an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any Default, each holder of more than 25% of the foregoing at aggregate principal amount of the Notes then outstanding (so long as such Noteholder does not have the right to visit and inspect the Properties of the Issuers and their Subsidiaries under any time during normal business hours Senior Debt Document or Charter Document of the Issuers and without advance noticetheir Subsidiaries) shall have one Issuer Inspection Right per year; provided, furtherhowever, that the Borrower holders of the Issuer Inspection Rights shall use reasonable efforts to coordinate visits to the Issuers so as to minimize disruptions to the operations of the Issuers. Fees paid by the Issuers under this Section 7.10 in connection with the Issuer Inspection Right shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit exceed $10,000 plus out-of-pocket expenses per Fiscal Year unless an Event of Default has occurred and is continuingvisit.

Inspection of Property and Books and Records. Such Credit Party shallThe Borrower shall maintain, and shall cause each of its Restricted Subsidiaries toSubsidiary to maintain, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account sufficient to permit the preparation of consolidated financial statements in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may beGAAP. Such Credit Party The Borrower shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, any Lender to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants (subject, in the case of such accountants, to the Borrower having a reasonable opportunity to be present during, or otherwise participate in, such discussion), all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower, all at the expense of such Lender or, if applicable, the Agent; provided that members of senior management will provided, that, the Borrower and its Subsidiaries shall not be notified required to permit more than one (1) such on-site visit and permitted to be present inspection during any calendar year in the aggregate for the Agent and all Lenders (it being understood that only the Agent may conduct such meetings; on-site visit and provided, further, that inspections when an Event of Default exists does not exist); provided, further, that, when an Event of Default exists, the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, further, that none of the Borrower shall not or any of its Subsidiaries will be required to reimburse disclose, permit the costs inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and or any Lender (or their respective representatives or contractors) is continuingprohibited by any applicable legal requirement or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

Inspection of Property and Books and Records. Such Credit Party shall, (a) The -------------------------------------------- Company shall maintain and shall cause each of its Restricted Subsidiaries to, (i) Semiconductor Operations Subsidiary to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account sufficient to permit the Company to prepare financial statements in material conformity accordance with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party GAAP. (b) The Company shall permit, and shall cause each of its Restricted Subsidiaries Semiconductor Operations Subsidiary to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, (i) to visit and inspect any of their respective material properties, (ii) to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and (iii) to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the expense of the Banks and at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance written notice to the BorrowerCompany; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that when an Event of Default exists exists, the Administrative Agent or any Lender (through coordination with the Administrative Agent) Bank -------- ------- may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance written notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an . At any time when no Event of Default has occurred and is continuing, any such representative, independent contractor or independent public accountants (other than employees of the Agent) selected by the Agent to perform such inspections or audits, must be reasonably acceptable to the Company. (c) Notwithstanding the foregoing, while no Event of Default exists, neither the Company nor any of its Semiconductor Operations Subsidiaries will be required to disclose, permit the inspection, examination, copying or making extracts of, or discussions of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, or (ii) in respect to which disclosure to the Agent or any Bank (or designated representative) is then prohibited by law or any agreement binding upon the Company or such Semiconductor Operations Subsidiary that was not entered into by the Company or such Semiconductor Operations Subsidiary for the primary purpose of concealing information from Agent and the Banks or evading the provisions of this Agreement.

Inspection of Property and Books and Records. Such Credit Party shall, The Guarantor shall maintain and shall cause each of its Restricted Subsidiaries to, (i) Subsidiary to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Guarantor and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party The Guarantor shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, any Bank to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the expense of the Guarantor and at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerGuarantor; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that (i) unless an Event of Default under the Facility Agreement shall have occurred and be continuing, (A) the Guarantor shall be responsible under this subsection (k) for the costs and expenses of the Agent only, (B) all inspections, visits, examinations and other actions permitted or authorized hereunder shall be coordinated only through the Guarantor, and (C) physical inspections of the Borrower's facilities in Japan shall be made on two weeks' prior notice and shall occur no more frequently than semiannually in the case of inspections by the Agent and no more frequently than annually otherwise, and (ii) when an Event of Default under the Facility Agreement exists the Administrative Agent or any Lender (through coordination with Bank may make any visit, inspection or examination or take any other action authorized hereunder at the Administrative Agent) may do any expense of the foregoing Guarantor at any time during normal business hours hours, without advance notice and without advance notice; provided, further, that the Borrower shall not be required being subject to reimburse the costs any of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuingother restrictions described in clause (i).

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designeescontrolled property, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, hours and upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when (unless an Event of Default exists shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all reasonable times during the Administrative continuance thereof): (a) provide access to such property to Agent or any Lender (through coordination with the Administrative Agent) may do and any of the foregoing its Related Persons, as frequently as Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies from all of such Credit Party’s books and records (at any time during normal business hours and without advance notice; provided, further, that which an authorized representative of the Borrower shall not be required entitled to be present), and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent reasonably considers advisable, in each instance, at the Credit Parties’ reasonable expense; provided the Credit Parties shall only be obligated to reimburse Agent for the costs of expenses for one (1) such field examination, audit and inspection per calendar year (and one (1) additional field examination, audit and inspection per calendar year if Availability is less than $10,000,000 during such calendar year) or not more frequently than four (4) times in the Administrative Agent and the Lenders collectively for more than one visit aggregate per Fiscal Year unless calendar year if an Event of Default has occurred and is continuing. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party will, and will cause each of its Subsidiaries to, maintain a system of accounting established and administered in accordance with GAAP, and will, and will cause each of its Subsidiaries to, keep adequate records and books of account in which complete and correct entries will be made in accordance with such accounting principles consistently applied and reflecting all transactions required to be reflected by such accounting principles. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and accountwith respect to each owned, in which fullleased, true and correct entries in all material respects in conformity with GAAP or SAPcontrolled property, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year notice (unless an Event of Default has shall have occurred and be continuing, in which event no notice shall be required and the Co-Collateral Agents shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Co-Collateral Agents and any of their Related Persons, as frequently as the Co-Collateral Agents determine to be appropriate, for the purposes of inspecting, verifying and auditing the Collateral and all of each Credit Party’s books and records (including making extracts and copies thereof); and (b) permit the Co-Collateral Agents and any of their Related Persons to conduct field examinations; provided, that notwithstanding any provision herein to the contrary, (i) the Credit Parties shall only be obligated to reimburse the Co-Collateral Agents for the expenses of such field examinations occurring twice per any period of 12 consecutive months, (ii) if Excess Availability is continuingless than $75,000,000 for any period of 10 consecutive days, the Co-Collateral Agents shall be permitted to request, and the Credit Parties shall be required to bear the cost of, three such field examinations in any 12 consecutive month period, (iii) upon the occurrence and during the continuation of an Event of Default, there shall be no limit on the number of field examinations which may be requested by the Co-Collateral Agents or the Required Lenders, and the Borrowers shall be required to bear the cost of all such field examinations and (iv) the Co-Collateral Agents shall be permitted to request field examinations in addition to those provided for in clauses (i)-(iii) above, provided that the Co-Collateral Agents shall be required to bear the costs of any such additional field examinations. Any Lender may accompany the Co-Collateral Agents or their Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Party shallEach Borrower shall maintain, and shall cause each of its Restricted Subsidiaries toto maintain, (i) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all material financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account Person in all material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may berespects. Such Credit Party shall permitEach Borrower shall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance written notice: (a) provide access to such property to the Agent and any of its Related Persons, as frequently as the Agent reasonably determines to be appropriate; providedand (b) permit the Agent and any of its Related Persons to inspect and make extracts and copies from all of the Parent Borrower’s or such Restricted Subsidiary’s books and records, further, and evaluate and make physical verifications of the Collateral in any reasonable manner and through any reasonable medium that the Borrower Agent considers reasonable, in each instance, at the Borrowers’ expense; provided (i) the Agent shall not be required permitted to reimburse the costs of the Administrative Agent exercise its rights under this Section 4.9 unless in compliance with Data Protection Laws and the Lenders collectively for in any event more than one visit per once in any Fiscal Year unless an Event of Default has occurred and is continuing (in which event the Agent may exercise its rights hereunder at any and all times during the continuance thereof) and (ii) the Borrowers shall only be obligated to reimburse the Agent for the reasonable expenses of one such inspection per calendar year (or more frequently with respect to additional inspections conducted when an Event of Default has occurred and is continuing.). Any Lender that is a Lender at such time may accompany the Agent or its Related Persons in connection with any inspection at such ▇▇▇▇▇▇’s expense. The Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent ▇▇▇▇▇▇▇▇’s accountants. Notwithstanding anything to the contrary in this Section 4.9,

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year notice (unless an Event of Default has shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent reasonably determines to be appropriate; (b) permit Agent and any of its Related Persons to audit, inspect and make extracts and copies from all of such Credit Party’s books and records; and (c) to the extent such field examinations or verifications are not obtained by the ABL Agent pursuant to the ABL Credit Agreement, permit Agent and any of its Related Persons to conduct field examinations, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided the Credit Parties shall only be obligated to reimburse Agent for the expenses for (i) one such field examination, audit and inspection per year if the Aggregate Revolving Loan Commitment is continuingnot Drawn during such year, (ii) two such field examinations, audits and inspections per year if the Aggregate Revolving Loan Commitment is Drawn during such year, (iii) three such field examinations, audits and inspections per year if at any point during such year Availability is less than twenty percent (20%) of the Revolving Borrowing Base and (iv) any other field examination, audit or inspection upon the occurrence and during the continuance of a Default or an Event of Default, which field examination, audit or inspection shall not count against the limits set forth in clause (i), (ii) and (iii). Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Party shallThe Borrower shall maintain, and shall cause each of its Restricted Subsidiaries toto maintain, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Borrower and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may beSubsidiaries. Such Credit Party The Borrower shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, (at the expense of the Borrower, provided that Borrower shall be responsible for such expenses not more than one (1) time per year unless an Event of Default has occurred and is continuing), or any Lender accompanying Agent (at such Lender’s expenseexpense unless an Event of Default shall have occurred and be continuing), to visit and inspect any of their respective propertiesProperties, to conduct appraisals as permitted hereunder, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants (Borrower shall be afforded the opportunity to be present at any meeting with Borrower’s independent public accountants), all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuing.

Inspection of Property and Books and Records. Such (a) Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. (b) Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (i) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; providedand (ii) permit Agent and any of its Related Persons to conduct field examinations, furtheraudit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable in its reasonable judgment, in each instance, at the Credit Parties’ expense; provided that the Borrower Credit Parties shall not only be required obligated to reimburse the costs of Agent for the Administrative Agent and reasonable expenses for (A) up to three (3) field examinations, audits or inspections in every twelve (12) month period, in the Lenders collectively for more than one visit per Fiscal Year unless an event that (x) no Event of Default has occurred and is continuingcontinuing and (y) Availability shall not have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (without giving effect to the Term Loan Push Down Reserve or the Term Loan Reserve Amount) (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period and (B) up to four (4) such field examinations, audits and inspections in any twelve consecutive month period, in the event that Availability shall have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (without giving effect to the Term Loan Push Down Reserve or the Term Loan Reserve Amount) (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period. There shall be no limit on the number of field examinations, audits and inspections conducted during the occurrence and continuance of an Event of Default and all such field examinations, audits and inspections shall be at the sole cost and expense of the Credit Parties. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense. (c) Each Credit Party shall, and shall cause each of its Subsidiaries to, permit Agent and any of its Related Persons from time to time, subject (except when a Default or Event of Default exists) to reasonable notice, to discuss with its officers, employees, agents, advisors and independent accountants such Person’s business, financial condition, assets (including Inventory, Credit Card Receivables and Private Label Credit Card programs), prospects and results of operations, and each such officer, employee, agent, advisor and independent accountant is hereby authorized and instructed to discuss and cooperate with Agent or such Related Person regarding the same. (d) The Credit Parties shall, and shall cause its Subsidiaries to, comply with the Private Label Credit Card Access and Monitoring Agreement and the PLCC Certificate. (e) The Credit Parties shall, and shall cause its Subsidiaries to, cause not less than one (1) physical inventory to be undertaken at not less than ninety-five (95%) percent of the Credit Parties’ Stores in each fifteen (15) consecutive calendar month period and one (1) physical inventory to be undertaken at each of the Credit Parties’ distribution centers in each twelve (12) consecutive calendar month period, at the expense of the Credit Parties, and in each case consistent with past practices, conducted by the inventory taker retained by the Credit Parties on the Restatement Effective Date or, if such inventory taker is replaced, then by an inventory taker reasonably satisfactory to Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be satisfactory to Agent. Agent, at the expense of the Credit Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Credit Party. The Borrower Representative, within fifteen (15) days following the completion of such inventory, shall provide Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Credit Party) and shall post such results to the Credit Parties’ stock ledgers and general ledgers, as applicable. Notwithstanding the foregoing, if any changes to the methodology or procedures used in conducting any such physical inventory occur after the Restatement Effective Date and such methodology or procedures are not acceptable to Agent in its reasonable discretion, Agent may require the Credit Parties, at their own expense, to re-conduct such physical inventory using third-party inventory takers reasonably satisfactory to Agent. The Credit Parties shall also permit Agent, in its reasonable discretion, if any Default or Event of Default exists, to cause such additional inventories to be taken as Agent determines (each, at the expense of the Credit Parties).

Inspection of Property and Books and Records. Such Credit Each Loan Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Loan Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Each Loan Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, any Lender to visit and inspect any of their respective properties, to examine their respective inventory, to examine their respective corporate, financial and operating records, including records of all receivables, and to make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerPerson; provided provided, that members so long as no Event of senior management will be notified Default exists and permitted to be present during any such meetingsis continuing, Administrative Agent may perform no more than one field audit each fiscal year; and provided, further, that when at all times that an Event of Default exists exists, (i) each Loan Party shall permit, and shall cause each of its Subsidiaries to permit, representatives and independent contractors of the Administrative Agent or any Lender to visit and inspect, in addition to the above, any of their manufacturing facilities, and to discuss their respective affairs, finances, operations and facilities with their respective directors, officers, and independent public accountants and (through coordination with ii) the Administrative Agent) Agent or any Lender may do take any of the foregoing actions set forth in this proviso at any time during normal business hours and without advance notice; provided, further, . Any visit or inspection made pursuant to this Section 7.10 at any time that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an any Event of Default has occurred and exists shall be made at the expense of the Loan Party whose property is continuingbeing inspected.

Inspection of Property and Books and Records. Such Credit Party shall, The Company shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Company and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may beSubsidiaries. Such Credit Party The Company shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors of the Purchasers (subject toat the expense of the Company; provided that (a) if York Street is the Majority Purchaser, the Company shall be responsible for such expenses not more than one (1) time per year for each Purchaser and (b) if York Street is not the Majority Purchaser, the Company shall be responsible for such expenses not more than one (1) time per year for all Purchasers as a single group, in the case each case, unless an Event of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expenseDefault has occurred and is continuing), to visit and inspect any of their respective propertiesProperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetingsCompany; and provided, further, that however, when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) Original Purchasers may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required to reimburse the costs .” (h) Section 4.10 of the Administrative Agent Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: “The Company shall use the proceeds of the issuance of the Original Notes as set forth in Section 2.5 hereof. The Company shall use the proceeds of the issuance of the Sponsor Notes in accordance with the provisions of Section 6(i) of the Ninth Amendment to the Note Purchase Agreement.” (i) Section 5.5(a) of the Note Purchase Agreement is hereby amended by inserting the following parenthetical at the end thereof: “(including without limitation Indebtedness incurred pursuant to the Capital Call Notes, the Sponsor Notes and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuing.Bonus Notes);”

Inspection of Property and Books and Records. Such Credit Party shall, Each Borrower shall maintain and shall cause each of its Restricted Significant Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party Borrower or such Restricted Significant Subsidiary, as the case may be. Such Credit Party Each Borrower shall permit, and shall cause each of its Restricted Significant Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, any Lender to visit and inspect any of their respective properties, to examine their its respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their its respective affairs, finances and accounts with their its respective directors, officers, and independent public accountants, all at the expense of such Borrower and at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the such Borrower; provided provided, however, that members (i) unless an Event of senior management will Default shall have occurred and be notified continuing, (A) Borrowers shall be responsible under this Subparagraph 5.01(i) for the reasonable costs and expenses of Agent only, (B) all inspections, visits, examinations and other actions permitted to or authorized hereunder shall be present during coordinated only through Borrowers, and (C) physical inspections of either Borrower's or any such meetings; Significant Subsidiary's facilities in Japan shall be made on two weeks' prior notice and providedshall occur no more frequently than semiannually in the case of inspections by Agent and no more frequently than annually otherwise, further, that and (ii) when an Event of Default exists the Administrative Agent or any Lender (through coordination with may make any visit, inspection or examination or take any other action authorized hereunder at the Administrative Agent) may do any expense of the foregoing Borrowers at any time during normal business hours hours, without advance notice and without advance notice; provided, further, that the Borrower shall not be required being subject to reimburse the costs any of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuingother restrictions described in clause (i).

Inspection of Property and Books and Records. Such Credit Party shall, (a) The Company -------------------------------------------- shall maintain and shall cause each of its Restricted Subsidiaries to, (i) Semiconductor Operations Subsidiary to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account sufficient to permit the Company to prepare financial statements in material conformity accordance with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party GAAP. (b) The Company shall permit, and shall cause each of its Restricted Subsidiaries Semiconductor Operations Subsidiary to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, (i) to visit and inspect any of their respective material properties, (ii) to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and (iii) to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the expense of the Banks and at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance written notice to the BorrowerCompany; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that when an Event of -------- ------- Default exists exists, the Administrative Agent or any Lender (through coordination with the Administrative Agent) Bank may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance written notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an . At any time when no Event of Default has occurred and is continuing, any such representative, independent contractor or independent public accountants (other than employees of the Agent) selected by the Agent to perform such inspections or audits, must be reasonably acceptable to the Company. (c) Notwithstanding the foregoing, while no Event of Default exists, neither the Company nor any of its Semiconductor Operations Subsidiaries will be required to disclose, permit the inspection, examination, copying or making extracts of, or discussions of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, or (ii) in respect to which disclosure to the Agent or any Bank (or designated representative) is then prohibited by law or any agreement binding upon the Company or such Semiconductor Operations Subsidiary that was not entered into by the Company or such Semiconductor Operations Subsidiary for the primary purpose of concealing information from Agent and the Banks or evading the provisions of this Agreement.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable in its Permitted Discretion, in each instance, at the Credit Parties’ expense; provided, the Credit Parties shall only be obligated to reimburse Agent for the expenses for (i) one such field Winnebago Credit Agreement 41858764 examination, audit and inspection per year, at any time there are no Loans and/or Letters of Credit outstanding hereunder, and (ii) two such field examinations, audits and inspections per year, at any time there are Loans and/or Letters of Credit outstanding hereunder; provided, further, that however, no such limitations on the Borrower reimbursements of Agent for field examinations, audits and inspections shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless apply at any time an Event of Default has occurred and is continuing. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, (i) maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity shall, with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party respect to each owned, leased, or such Restricted Subsidiarycontrolled property, as the case may be. Such Credit Party shall permit, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate acting reasonably; providedand (b) permit Agent and any of its Related Persons to conduct field examinations, furtheraudit, inspect and make extracts and copies from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that the Borrower Credit Parties shall not only be required obligated to reimburse Agent for the costs expenses of the Administrative Agent such field examinations occurring once per twelve-month period and the Lenders collectively for in an amount not exceeding $100,000 if Excess Availability exceeds $10,000,000 at all times during such year, or twice per twelve-month period if Excess Availability is $10,000,000 or less any time during such year, or more than one visit per Fiscal Year unless frequently so long as an Event of Default has occurred and is continuing. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense. In all such visits, the Agent and the Lenders shall be accompanied by a representative of the Borrower (except during the continuance of an Event of Default).

Inspection of Property and Books and Records. Such Credit Party shall, The Company shall -------------------------------------------- maintain and shall cause each of its Restricted Subsidiaries to, (i) Subsidiary to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account sufficient to permit the Company and its auditors to prepare financial statements in material conformity accordance with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may beGAAP. Such Credit Party The Company shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, any Bank at the Borrower’s expense, Agent's or such Bank's expense to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerCompany; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that when an a -------- ------- Noncompliance Event of Default or Latent Noncompliance Event exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) Bank may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice; provided, further, however, -------- ------- ------- that the Borrower shall Company and its Subsidiaries will not be required to reimburse disclose, permit the costs inspection, examination, copying or making extracts of, or discuss, any portion of, any document, or any information, in respect of which and to the extent that disclosure to the Agent or such Bank is then prohibited by law or by agreement binding on the Company or any Subsidiary of the Administrative Company and entered into between the Company or any such Subsidiary and any Person not an Affiliate of the Company and that was not entered into by the Company or such Subsidiary for the purpose of concealing information from the Agent, the Banks or other creditors having contract provisions similar to this Section in particular, and in respect of which (in the case of any such agreement) a Responsible Officer has provided the Agent with a certificate setting forth a brief description of the agreement (including, without limitation, the nature and purpose of the agreement, the parties to the agreement, and the Lenders collectively for more than one visit per Fiscal Year unless an Event provision of Default has occurred the agreement that prohibits such disclosure), provided, however, that if disclosure of the -------- ------- existence of any agreement is prohibited by the provisions thereof, such certificate may state generally, with respect to such agreement, that there are agreements pertaining to the matter as to which information was requested which are binding on the Company or a Subsidiary and is continuingwhich prohibit disclosure of the existence thereof. Nothing set forth in this Section 6.10 shall in any way relieve the Company of its obligations to deliver documents pursuant to Sections 6.01, 6.02(a) through (c) or 6.03 hereof.

Inspection of Property and Books and Records. Such Credit Party shall, The Company shall maintain and shall cause each of its Restricted Subsidiaries to, (i) Subsidiary to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Company and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party The Company shall permit, and shall cause each of its Restricted Subsidiaries Subsidiary to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, any Lender to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the expense of the Company and at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerCompany; provided that members of senior management will be notified and permitted to be present during any such meetings; and providedPROVIDED, furtherHOWEVER, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice; provided. Without limiting the foregoing, furtherthe Company shall permit, that and shall cause each Subsidiary to permit, the Borrower Agent (or its independent contractors and other third party examiners) access to the Company and its Subsidiaries' books of records and account to verify, examine and appraise the Company and its Subsidiaries' Receivables at the Company's expense, provided such inspections shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for occur more than one visit twice per Fiscal Year unless calendar year, PROVIDED, HOWEVER, when an Event of Default has or Default shall have occurred and is continuing, the Agent may do any of the foregoing at the expense of the Company as often as it deems reasonably necessary at any time without advance notice.

Inspection of Property and Books and Records. Such Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated thereindisclosed herein) shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and upon reasonable advance 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 (who may be accompanied by one or more Lenders, as a group), as frequently as the Administrative Agent reasonably determines to be appropriate, but, unless an Event of Default shall have occurred and be continuing, the Administrative Agent or Related Person shall use reasonable efforts to conduct such visits without advance noticedisruption to the business or causing undue burden on such Credit Party; providedand (b) permit Administrative Agent and any of its Related Persons to conduct field examinations, furtheraudit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that the Borrower Administrative Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that, the Credit Parties shall not only be required obligated to reimburse the costs of the Administrative Agent for the expenses of one such field examination, audit and the Lenders collectively for inspection per calendar year or more than one visit per Fiscal Year unless frequently if an Event of Default has occurred and is continuing. Any Lender may accompany the Administrative Agent or its Related Persons in connection with any inspection at such Lender’s expense.

Inspection of Property and Books and Records. Such Credit Each Loan Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Person. Each Loan Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance notice; providednotice (unless an Event of Default shall have occurred and be continuing, further, that the Borrower in which event no notice shall not be required and Lender shall have access at any and all times during the continuance thereof): (a) provide access to reimburse such property to Lender and any of its Related Parties, as frequently as Lender determines to be appropriate; and (b) permit Lender and any of its Related Parties to conduct inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s books and records, in each instance, at the costs of Loan Parties’ expense. Notwithstanding the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an immediately preceding sentence, so long as no Default or Event of Default has occurred and is continuing, such visits, examinations, audits and inspections shall be limited to one per calendar year by Lender at the sole cost and expense of the Loan Parties; provided, however, that (y) any such visits, examinations, audits and inspections which are made while any Default or Event of Default has occurred is continuing shall not be subject to the foregoing limitation and shall be at the sole cost and expense of the Loan Parties and (z) any such visits, inspections or examinations which are made at the cost and expense of Lender, regardless of whether a Default or Event of Default has occurred and is continuing, shall not be limited to one time per calendar year.

Inspection of Property and Books and Records. Such Credit Party shall, The Borrower shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party the Borrower and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party The Borrower shall permit, and shall cause each of its Restricted Subsidiaries to permit, permit representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, any Lender to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that members . No more than one (1) audit at the premises of senior management will the Borrower or other location where its books and records are maintained shall be notified and permitted in any calendar year at the request of the Lenders prior to be present during any such meetings; and provided, further, that when the occurrence of an Event of Default exists (or more often, at the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any sole cost and expense of the foregoing Lender requesting such additional audit), provided that as many audits as may be reasonably requested shall be permitted at any time during normal business hours Borrower’s cost and without advance notice; provided, further, that expense subsequent to the Borrower shall not be required to reimburse the costs occurrence and continuation of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuingDefault. Any reasonable out-of-pocket expenses or fees associated with such audits will be for the account of the Borrower.

Inspection of Property and Books and Records. Such Credit Party shall, The Borrower shall maintain and shall cause each of its Restricted Subsidiaries to, (i) and Holdings to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Credit Party Holdings, the Borrower and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may beSubsidiaries. Such Credit Party The Borrower shall permit, and shall cause each of its Restricted Subsidiaries and Holdings to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, (at the expense of the Borrower’s expense, provided that the Borrower shall be responsible for such expenses not more than one (1) time per year unless an Event of Default has occurred and is continuing), or any Lender accompanying the Agent (at such Lender's expense unless an Event of Default shall have occurred and be continuing), to visit and inspect any of their respective propertiesProperties, to conduct appraisals (to the extent permitted hereunder), to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants (provided that the Borrower shall be afforded the opportunity to be present at any meeting with the Borrower's independent public accountants), all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an Event of Default has occurred and is continuing.

Inspection of Property and Books and Records. Such (a) Each Credit Party shall, shall maintain and shall cause each of its Restricted Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all financial transactions and matters involving the assets and business of such Person. (b) Each Credit Party and such Restricted Subsidiary and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted Subsidiary, as the case may be. Such Credit Party shall permitshall, and shall cause each of its Restricted Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives with respect to each owned, leased, or independent contractorscontrolled property, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, at the Borrower’s expense, to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, further, that when an Event of Default exists the Administrative Agent or any Lender (through coordination with the Administrative Agent) may do any of the foregoing at any time during normal business hours and without upon reasonable advance noticenotice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (i) provide access to such property to Agent and any of its Related Persons, as frequently as Agent determines to be appropriate; and (ii) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable in its reasonable judgment, in each instance, at the Credit Parties’ expense; provided, further, that the Borrower shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit per Fiscal Year unless an agrees that as long as no Default or Event of Default has occurred and is continuingcontinuing and as long as such field examinations, audits, and other inspections are conducted or obtained by the ABL Agent at least once in each four (4) month period and with professionals reasonably satisfactory to the Agent, the Agent shall not exercise its rights to obtain field examinations hereunder, so long as the ABL Agent furnishes a copy of each such field examination undertaken by it to the Agent (which the Credit Parties shall authorize and direct the ABL Agent to so do); provided further the Credit Parties shall only be obligated to reimburse Agent for the reasonable expenses for (A) three (3) such field examinations, audits and inspections in any twelve consecutive month period, in the event that (x) no Event of Default has occurred and is continuing and (y) Availability shall not have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (without giving effect to the Term Loan Push Down Reserve or Term Loan Reserve Amount) (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period, (B) four (4) such field examinations, audits and inspections in any twelve consecutive month period, in the event that Availability shall have been less than an amount equal to twenty percent (20%) of the Maximum Borrowing Availability (without giving effect to the Term Loan Push Down Reserve or Term Loan Reserve Amount) (based upon the applicable Borrowing Base Certificate received by Agent at such time) at any time during such twelve consecutive month period, and (C) all field examinations, audits and inspections conducted during the occurrence and continuance of an Event of Default. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense. (c) Each Credit Party shall, and shall cause each of its Subsidiaries to, permit Agent and any of its Related Persons from time to time, subject (except when a Default or Event of Default exists) to reasonable notice, to discuss with its officers, employees, agents, advisors and independent accountants such Person’s business, financial condition, assets (including Inventory, Credit Card Receivables and Private Label Credit Card programs), prospects and results of operations, and each such officer, employee, agent, advisor and independent accountant is hereby authorized and instructed to discuss and cooperate with Agent or such Related Person regarding the same. (d) The Credit Parties shall, and shall cause its Subsidiaries to, comply with the Private Label Credit Card Access and Monitoring Agreement and the PLCC Certificate. (e) The Credit Parties shall, and shall cause its Subsidiaries to, cause not less than one (1) physical inventory to be undertaken at not less than ninety-five (95%) percent of the Credit Parties’ Stores in each fifteen consecutive month period and one (1) physical inventory to be undertaken at each of the Credit Parties’ distribution centers in each twelve consecutive month period, at the expense of the Credit Parties, and in each case consistent with past practices, conducted by the inventory taker retained by the Credit Parties on the Closing Date or, if such inventory taker is replaced, then by an inventory taker reasonably satisfactory to the Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be satisfactory to the Agent. The Agent, at the expense of the Credit Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Credit Party. The Borrower Representative, within fifteen (15) days following the completion of such inventory, shall provide the Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Credit Party) and shall post such results to the Credit Parties’ stock ledgers and general ledgers, as applicable. Notwithstanding the foregoing, if any changes to the methodology or procedures used in conducting any such physical inventory occur after the Closing Date and such methodology or procedures are not acceptable to Agent in its reasonable discretion, the Agent may require the Credit Parties, at their own expense, to re-conduct such physical inventory using third-party inventory takers reasonably satisfactory to Agent. The Credit Parties shall also permit the Agent, in its reasonable discretion, if any Default or Event of Default exists, to cause additional such inventories to be taken as the Agent determines (each, at the expense of the Credit Parties).

Inspection of Property and Books and Records. Such Credit Party shall, The Issuers shall maintain and shall cause each of its Restricted their Subsidiaries to, (i) to maintain proper books of record and account, in which full, true and correct entries entries, in all material respects respects, in conformity with GAAP or SAP, as applicable, consistently applied (except as stated therein) shall be made of all material financial transactions and matters involving the assets and business of such Credit Party the Issuers and such Restricted Subsidiary Subsidiaries. After the occurrence and (ii) maintain such books during the continuance of record and account in material conformity with all applicable requirements an Event of any Governmental Authority having regulatory jurisdiction over such Credit Party or such Restricted SubsidiaryDefault, as the case may be. Such Credit Party Issuers shall permit, and shall cause each of its Restricted their Subsidiaries to permit, representatives and independent contractors (subject to, in the case of representatives or independent contractors, such representatives or independent contractors executing confidentiality agreements in form reasonably satisfactory to Holdings) of the Administrative Agent or its designees, Noteholders (at the Borrower’s expenseexpense of the Issuers), to visit and inspect any of their respective propertiesProperties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at such reasonable times during normal business hourshours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerIssuers; provided that members of senior management will be notified and permitted to be present during any such meetings; and provided, furtherhowever, that when a Responsible Officer of the Issuers shall be afforded the opportunity to attend any discussions with any independent public accountants (a “Issuers Inspection Right”). In addition, in the absence of an Event of Default exists Default, each of Sankaty and ACAS shall have one Issuers Inspection Right per year. If either of Sankaty or ACAS elects not to use their Issuers Inspection Right, the Administrative Agent or any Lender (through coordination other may, with the Administrative Agent) may do any written authorization of the foregoing at any time during normal business hours and without advance notice; providedPurchaser electing not to use their Issuers Inspection Right in such year, further, that use such Issuers Inspection Right. Fees paid by the Borrower Issuers under this Section 7.10 in connection with the Issuers Inspection Right shall not be required to reimburse the costs of the Administrative Agent and the Lenders collectively for more than one visit exceed $10,000 plus out-of-pocket expenses per Fiscal Year unless an Event of Default has occurred and is continuingvisit.