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

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent and the Co-Collateral Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet Inventory that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet Inventory in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet Inventory no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet Inventory in a manner that results in the verification of substantially the entire amount of the Rental Fleet Inventory over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent or the Co-Collateral Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Administrative Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent or the Co-Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent or the Co-Collateral Agent (including employees of the U.S. Administrative Agent or the Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent or the Co-Collateral Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent, Co-Collateral Agent or an appraiser retained by the U.S. Administrative Agent or the Co-Collateral Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent or the Co-Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent or the Co-Collateral Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesBorrower, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the existence and continuation of an Event of Default, the Administrative Agent and the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than twoone (w) three (321) such Rental Fleet appraisals for the calendar year unless a Dominion Event has occurred and is continuing, in which case or during any period commencing when 30-Day Specified Excess Availability is less than 20% of the period beginning on the Closing Date and ending on December 31, 2007, lesser of (x) following December 31total Commitments as then in effect and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) (the “Increased Monitoring Threshold”) for 90 consecutive days and ending when 30-Day Specified Excess Availability exceeds the Increased Monitoring Threshold for 30 consecutive days, 2007in which cases, two (2) such Rental Fleet appraisals in any calendar year to the extent that Administrative Agent and the average Available RCF Commitments for Co-Collateral Agent may conduct an additional appraisal at the twelve (12) month period immediately prior to expense of the commencement of any subsequent appraisal in Loan Parties during such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) absent the U.S. existence and continuation of an Event of Default, the Administrative Agent and the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than two twoone (221) such field examinations in any calendar year unless a Dominion Event has occurred and is continuing, in which case or during any period commencing when 30-Day Specified Excess Availability is less than 20% of the lesser of (x) total Commitments as then in effect and (iiiy) notwithstanding the limitations set forth Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) for 90 consecutive days and ending when 30-Day Specified Excess Availability exceeds the Increased Monitoring Threshold for 30 consecutive days, in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and which cases the Administrative Agent may conduct an additional field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be examination at the sole expense of the Loan PartiesParties during such calendar year. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (ai) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (ii) permit representatives of the U.S. Administrative Agent any Lender upon reasonable prior written notice to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records during the Borrower's normal business hours and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of such entity Holdings, the Borrower and its their respective Subsidiaries with officers and employees of Holdings, the Borrower and such entity and its Subsidiaries and with its their independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that The Borrower will permit any representatives designated by the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to conduct evaluations and appraisals of the Borrower's computation of the Borrowing Base and the assets included in the Borrowing Base and such Person’s premises, books, records, accounts other assets and Rental Fleet so that (i) other financial information and properties of the U.S. Administrative Agent or an appraiser retained by Borrower as the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal require, as often as reasonably requested by the Administrative Agent and (B) at any time when Eligible Inventory constitutes more than 5.0% with the consent of the Total Borrowing BaseBorrower, an Inventory appraisal such consent not to be unreasonably withheld; provided, however, that the Administrative Agent shall not be entitled to conduct such evaluations and appraisals more frequently than once per year unless (provided that, unless x) an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and continuing or (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (iy) the Administrative Agent may conduct at reasonably determines in consultation with the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year Borrower that a material event or material change has occurred with respect to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties, their inventory practices or the performance of the Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Borrower will permit the Administrative Agent to conduct such evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Credit Loans or Letters of Credit shall be outstanding or shall have been requested by the Borrower hereunder. All amounts chargeable The Borrower shall pay all fees, including internally allocated fees and expenses of employees of the Administrative Agent, and expenses as to which invoices have been furnished of any such representatives retained by the Administrative Agent to conduct any such evaluation or appraisal, including the reasonable fees and expenses associated with collateral monitoring services performed by the Collateral Agent Services Group of the Administrative Agent. To the extent required by the Administrative Agent as a result of any such evaluation, appraisal or monitoring, the Borrower also agrees to modify or adjust the parameters for including Eligible Inventory and Eligible Accounts Receivable in the Borrowing Base as the Administrative Agent shall reasonably require based upon the results of such evaluation and appraisal, provided that the Administrative Agent shall specify to the applicable Borrowers under this subsection 7.6(bBorrower in writing the reasons for any such additional adjustments. (c) shall constitute obligations In the event that are secured by all historical accounting practices, systems or reserves relating to the components of the applicable Collateral and shall be payable Borrowing Base are modified in a manner that is adverse to the Agents hereunderLenders in any material respect, the Borrower agrees to maintain additional reserves (for purposes of computing the Borrowing Base) in respect of the components of the Borrowing Base and make other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for the components of the Borrowing Base) to the computation of the Borrowing Base, in each case, as reasonably requested by the Administrative Agent and with the consent of the Borrower, which consent shall not be unreasonably withheld, to provide for such modification.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of and records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (a) except during the continuation of an Event of Default, only one such visit per year shall be at the Parent Borrower’s expense, and as often as may reasonably be desired by (b) during the continuation of an Event of Default, the Administrative AgentAgent or its representatives may do any of the foregoing at the Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Rental Fleet that are accurate and complete Inventory in all material respects and shall furnish a manner to allow the Agents Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the Parent Borrower will provide a summary inventory reports respecting such Rental Fleet report (based on its customary methodology and, in form and detail reasonably satisfactory substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the Agents and contrary in Subsection 7.2(g) or in this Subsection 7.6 or in any other provision of any Loan Document, none of the Parent Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verificationtheir respective representatives) program designed is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory attorney client or program promptly after such physical inventory similar privilege or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsconstitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesRepresentative, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 12.5% of Availability for a period of 10 consecutive Business Days during such Rental Fleet appraisalscalendar year, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 12.5% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiParties), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the Administrative Agent in writing to suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Borrower Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent and the Co-Collateral Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet Inventory that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet Inventory in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet Inventory no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet Inventory in a manner that results in the verification of substantially the entire amount of the Rental Fleet Inventory over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent or the Co-Collateral Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Administrative Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent or the Co-Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent or the Co-Collateral Agent (including employees of the U.S. Administrative Agent or the Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent or the Co-Collateral Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent, Co-Collateral Agent or an appraiser retained by the U.S. Administrative Agent or the Co-Collateral Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent or the Co-Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent or the Co-Collateral Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesBorrower, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the existence and continuation of an Event of Default, the Administrative Agent and the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any for the calendar year to unless a Dominion Event has occurred and is continuing, in which case, the extent that Administrative Agent and the average Available RCF Commitments for Co-Collateral Agent may conduct an additional appraisal at the twelve (12) month period immediately prior to expense of the commencement of any subsequent appraisal in Loan Parties during such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) absent the U.S. existence and continuation of an Event of Default, the Administrative Agent and the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year unless a Dominion Event has occurred and (iii) notwithstanding is continuing, in which case the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and Administrative Agent may conduct an additional field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be examination at the sole expense of the Loan PartiesParties during such calendar year. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (b) on three (3) Business Days’ notice (provided that no notice or mutual agreement of timing shall be required if an Event of Default has occurred and is continuing) and at times to be agreed (provided that the Borrower’s mutual agreement shall not be unreasonably conditioned, withheld or delayed) permit representatives representatives, agents and independent contractors of the U.S. Administrative Agent (who may be accompanied by any Lender) to visit and inspect any of its properties properties, Collateral and examine and, and make abstracts or copies (which may be provided to the extent reasonableLenders upon their request), make abstracts in each case from any of its books and records at any reasonable time and as often as may reasonably be desired during normal business hours and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries the Group Members with officers officers, directors and employees of such entity and its Subsidiaries and the Group Members and, so long as the Borrower is offered the opportunity to be present, with its their independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably ; provided that such inspections shall not be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less undertaken more frequently than annually or shall have in place a cycle counting once every twelve (or perpetual verification12) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, months unless an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) . The foregoing inspections and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations audits shall be at the sole expense Borrower’s expense, and the charge therefor shall be $1,000 per person per day (or such higher amount as shall represent the then-current standard charge of the Loan Parties; provided that (i) Administrative Agent’s representatives, agents and independent contractors for the same), plus reasonable out-of-pocket expenses. In the event the Administrative Borrower and the Administrative Agent may conduct at schedule an audit more than ten (10) days in advance, and the expense Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to the Administrative Agent (without limiting any of the Loan Parties no more than (wAdministrative Agent’s rights or remedies) three (3) such Rental Fleet appraisals during then the period beginning on Borrower shall pay the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in Administrative Agent a fee of $1,000 plus any calendar year out of pocket expenses incurred by the Administrative Agent to compensate the extent that the average Available RCF Commitments Administrative Agent for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 anticipated costs and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense expenses of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default cancellation or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderrescheduling.

Inspection of Property; Books and Records; Discussions. Permit the Agent and each Lender, through their authorized attorneys, accountants and representatives (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and at all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, times upon reasonable notice, prior written notice (which notice shall not be required upon the occurrence and as often as may reasonably be desired by during the Administrative Agent. Each Borrower shall keep records continuance of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. Default) and during normal business hours, upon the request of the Agent or such Lender, to examine each Credit Party’s books, accounts, records, ledgers and assets and properties; (b) At from time to time, during normal business hours upon reasonable prior written notice (which notice shall not be required upon the occurrence and during the continuance of an Event of Default), upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and Inventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property) of the Credit Parties, such audits and appraisals to be completed by an appraiser as may be selected by the Agent and consented to by the Borrower (such consent not to be unreasonably withheld), with all reasonable and invoiced out-of-pocket costs and expenses of such audits to be reimbursed by the Credit Parties, provided that so long as no Event of Default or Default exists, the Borrower shall not be required to reimburse the Agent for such audits or appraisals more frequently than once each Fiscal Year; (c) during normal business hours and at their own risk, to enter onto the real property owned or leased by any Credit Party to conduct inspections, investigations or other reviews of such real property; and (d) at reasonable times during normal business hours and upon reasonable prior written notice that (which notice shall not be required upon the U.S. Administrative Agent requests, independently occurrence and during the continuance of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar yearDefault) and (ii) the U.S. Administrative Agent may conduct (or engage third parties at reasonable intervals, to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by visit all of the applicable Collateral Credit Parties’ offices, discuss each Credit Party’s respective financial matters with their respective officers, as applicable, and, by this provision, the Borrower authorizes, and shall be payable will cause each of its respective Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the Agents hereunderfinances and affairs of any Credit Party and examine any of such Credit Party’s books, reports or records held by such accountants.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity in all material respects with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent and/or each Bank, including, without limitation, any consulting/accounting firm, auditors, appraisers or other professionals engaged by the Agent and/or such Bank to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records upon reasonable notice and at any reasonable time during normal business hours; provided, however that unless a Default shall have occurred and be continuing, such visits shall not exceed more than two (2) per year, and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its Subsidiaries with officers and employees of such entity the Borrower and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, . The Borrower and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower Guarantor shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount request of the Rental Fleet over Agent and/or any Bank, each take all steps necessary to facilitate any such inspection, audit, appraisal and/or verification and, without limiting the course generality of a year the foregoing, shall each use its best efforts to cause its employees to cooperate with the Agent and/or any such Bank in this regard, and the Agent and/or any such Bank shall provide use reasonable efforts not to disrupt the Agents a report based on each such physical inventory or program promptly after such physical inventory or after day-to-day business of the applicable program year, as applicable, together with such supporting information as Borrower and/or the U.S. Administrative Agent shall reasonably requestGuarantor. The U.S. Collateral Agent and the Canadian Collateral Banks agree to take appropriate measures to protect any proprietary and/or confidential information of the Borrower and its Subsidiaries consistent with the Agent's and such Bank's internal policies and procedures with respect to the maintenance of customer's confidential information. The Agent may participate in may, from time to time, engage a consulting/accounting firm, auditors, appraisers and/or other professionals to conduct a review of the operations of the Borrower and observe any such physical inventory Subsidiaries or cycle counting, which participation shall be at to assist the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) aboveexercise or enforcement of any right, power, privilege or remedy under this Agreement, the Parent Loan Documents and/or applicable law. Upon request, the Agent shall provide the Borrower with such reasonable assurances that such other professionals shall adhere to the aforementioned policies and procedures regarding customer confidential information. The reasonable costs of any such reviews shall be paid by the Borrower upon demand. In addition to the foregoing, the Borrower and its Subsidiaries will grant access Guarantor agree that the Agent shall be permitted to conduct Asset based audits twice each calendar year upon reasonable notice from the Agent to the U.S. Administrative Agent (including employees Borrower; the costs of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained such audits to be paid by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderBorrower.

Inspection of Property; Books and Records; Discussions. (ai) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (ii) permit representatives of any Lender (through the U.S. Administrative Agent Agent) upon reasonable prior written notice to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records during the Borrower's normal business hours and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of such entity Holdings, the Borrower and its their respective Subsidiaries with officers and employees of Holdings, the Borrower and such entity and its Subsidiaries and with its their independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At any time upon the reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees request of the U.S. Administrative Agent, permit the Administrative Agent or any professionals (including consultants, accountants, lawyers accountants and appraisers appraisers) retained by the U.S. Administrative Agent) Agent to such Person’s premises, books, records, accounts conduct evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent or an appraiser retained by Borrower's practices in the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% computation of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at assets included in the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and Borrowing Base, (iii) notwithstanding systems and procedures relating to the limitations set forth in preceding clauses (i) Borrowing Base items, and (iiiv) other related procedures deemed necessary by the Administrative Agent, and pay the reasonable fees and expenses thereof in connection therewith (including, without limitation, the fees and expenses associated with services performed by the Administrative Agent's Specialized Due Diligence Department and with respect to the weekly and monthly monitoring, the fees and expenses associated with services performed by the Administrative Agent's Collateral Monitoring Department); provided, all however, that the Administrative Agent shall not be entitled to conduct such Rental Fleet appraisals, inventory evaluations and appraisals and field examinations commenced at any time when more frequently than once per year unless (x) an Event of Default has occurred and is continuing or Liquidity Event exists shall be at (y) the sole expense of Administrative Agent reasonably determines in consultation with the Borrower that a material event or material change has occurred with respect to the Loan Parties. All amounts chargeable , their inventory practices or the performance of the Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Borrower will permit the Administrative Agent to conduct such 77 evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Credit Loans or Letters of Credit shall be outstanding or shall have been requested by the Borrower hereunder. (c) In connection with any evaluation and appraisal relating to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all computation of the applicable Collateral Borrowing Base, agree to make such adjustments to its parameters for including Eligible Inventory and Eligible Accounts Receivable in the Borrowing Base as the Administrative Agent shall be payable reasonably require based upon the results of such evaluation and appraisal, provided that the Administrative Agent shall specify to the Agents hereunderBorrower in writing the reasons for any such additional adjustments.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, complete true and correct entries correct, in all material respects, in conformity with GAAP and all material Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities; , (b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal quarter at such time as may be agreed to by the Borrower and the Administrative Agent (provided that the requirements of this clause (b) shall be satisfied by the Borrower providing the Lenders with access to any earnings call for such fiscal quarter with the holders of the Capital Stock of the Borrower) and (c) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its the Borrower’s Restricted Subsidiaries with officers and employees of such entity the Borrower and its the Borrower’s Restricted Subsidiaries and with its their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants). So long as no Event of Default has occurred and is continuing at the time of such inspection, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired the Borrower shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting Agent (or perpetual verification) program designed to verify the physical existence of Rental Fleet its representatives); provided that in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each 111 1223206.01A-CHISR02A1223231.10A-CHISR02A - MSW any event, no more than two such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation inspections shall be at the Borrowers’ expense regardless of whether an conducted in any calendar year if no Event of Default then exists. (b) At reasonable times during normal business hours has occurred and upon reasonable prior notice that is continuing. Notwithstanding anything to the U.S. Administrative Agent requestscontrary in this Section 5.6, independently none of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the U.S. Administrative Agent (including employees or its representatives) is prohibited by any Requirement of the U.S. Administrative Agent Law or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal binding agreement (provided that, unless an Event of Default exists and is continuingwith respect to any prohibition by any binding agreement, only one the Borrower shall attempt to obtain consent to such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or disclosure if previously approved requested by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (iAgent) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.or

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which fullentries, complete and correct entries to permit financial statements to be prepared in conformity accordance with GAAP and all material Requirements of Law GAAP, shall be made of all dealings and transactions in relation to its business and activities; activities and (b) permit representatives of the U.S. Administrative Agent any Lender to visit and inspect any of its properties and examine and, to at the extent reasonableBorrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments (and, if requested by the Collateral Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or to discuss the business, operations, properties and financial and other condition of such entity the Parent and its Subsidiaries with officers and employees of such entity the Parent and its Subsidiaries and with its their respective independent certified public accountants; provided that, in the absence of an Event of Default, (i) each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and Agent shall provide to the Agents a report based on each such physical inventory Borrower or program promptly after such physical inventory or after the applicable program yearParent, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe reasonable written notice prior to any such physical inventory visit or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) inspection and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense a representative of the Loan Parties no more than shall be given the opportunity to be present for any discussion with their independent public accountants. The Borrower agrees to pay (wa) three (3) such Rental Fleet appraisals during $1,000 per day per examiner plus the period beginning on the Closing Date examiner’s out-of-pocket costs and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals reasonable expenses incurred in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), connection with all such Rental Fleet appraisalsvisits, inventory appraisals audits, inspections, valuations and field examinations commenced at any time when and (b) the out-of-pocket cost of all visits, audits, inspections, valuations and field examinations conducted by a third party on behalf of the Agents; provided that, in the absence of an Event of Default or Liquidity Default, the Borrower shall not be obligated to pay for more than four audits, one valuation and one other visit in any 12 month period; provided, however, that after the occurrence and during the continuance of an Event exists of Default, the Borrower shall be at pay for all audits, valuations and visits. Upon the sole expense request of the Borrower, the Administrative Agent shall provide the Borrower with a reasonably detailed report of any expenses or costs referred to in this Section 6.6, provided that Administrative Agent shall have the right to charge the Loan Parties. All amounts chargeable Account prior to giving such invoice to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderBorrower.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet Vehicles constituting Facility Assets that are accurate and complete in all material respects and shall furnish the Agents Administrative Agent with inventory reports respecting such Rental Fleet Vehicles in form and detail reasonably satisfactory to the Agents Administrative Agent and Lenders at such times as the Agents Administrative Agent may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries Borrowers will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts accounts, and Rental Fleet Vehicles constituting Facility Assets so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) of the Facility Assets as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesSubsidiary, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the Administrative Agent may conduct at the expense existence and continuation of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists Default, such expenses shall be at the sole expense of the Loan Partiesnot exceed $50,000 per year. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents Administrative Agent hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times provide the Administrative Agent or any Lender and their agents access to the premises of each Loan Party and Precision Group Member at any time and from time to time, during normal business hours and upon reasonable prior notice that under the U.S. Administrative Agent requestscircumstances, independently and at any time after the occurrence and during the continuance of a Default or in connection with Event of Default, for the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees purposes of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal inspecting and verifying the Collateral and the Borrowing Base, (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal inspecting and copying (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in ' expense) any calendar year) and all records pertaining thereto, and (iiC) discussing the U.S. affairs, finances and business of any Loan Party and Precision Group Member with any officer, employee or director of any Loan Party or Precision Group Member or with the certified public accountants which reported on or have been engaged to report on any financial statements delivered or to be delivered pursuant to Section 6.1(a) (the "Auditors"), all of whom are hereby authorized to disclose to the Administrative Agent may conduct (or engage third parties to conduct) such field examinationsAgent, verifications the Lenders and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event existstheir agents all financial statements, or if previously approved by the Parent Borrower or one of its Subsidiarieswork papers, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications information relating to such affairs, finances or business. Without limiting the obligations of Holdco and evaluations shall be at the sole expense of Borrower under Section 10.5, the Loan Parties; provided that (i) Parties shall reimburse the Administrative Agent may conduct and the Lenders for the reasonable travel and related expenses of the Administrative Agent's and the Lenders' employees or, at the expense Administrative Agent's discretion, reasonably exercised, of such outside accountants or examiners as may be retained by the Administrative Agent to verify or inspect Collateral, records or documents of a Loan Party or Precision Group Member on a regular basis or for a special inspection if the Administrative Agent deems the same appropriate. If the Administrative Agent's or Lenders' own employees are used, the Borrower shall also pay such reasonable per diem allowance as the Administrative Agent or the Lenders may from time to time establish, or, if outside examiners or accountants are used, the Loan Parties no more than (w) three (3) shall also pay the Administrative Agent and the Lenders such Rental Fleet appraisals during sum as the period beginning on Administrative Agent and the Closing Date and ending on December 31Lenders may be obligated to pay as fees therefor. Notwithstanding the foregoing, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement occurrence of any subsequent appraisal in such calendar year exceed $300,000,000a Default or Event of Default, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no shall not be required to reimburse the Administrative Agent and the Lenders for audits and inspections which occur more than two (2) such field examinations in one time during any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderthree-month period."

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit . (b) Permit representatives of the U.S. Administrative Agent any Lender to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records at any reasonable time and as often as may be reasonably be desired and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its Subsidiaries with officers and employees of such entity the Borrower and its Subsidiaries and with its independent certified public accountants. In the event multiple Lenders separately request such a visit, inspection or discussion in each case substantially the same time period, such Lenders shall comply with reasonable requests by the Borrower to coordinate the same. (c) Permit the Administrative Agent to conduct, or to cause a third party to conduct, annual audits of the Collateral (the "Annual Collateral Audit") at the expense of the Borrower ----------------------- and any reasonable time, upon reasonable notice, of the Lenders may accompany the Administrative Agent and as often as participate in such audits to the extent desired by such Lender. The Annual Collateral Audit may reasonably be desired performed by the Administrative Agent's in-house audit and asset management review staff. Each The Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory agrees to pay to the Agents Administrative Agent on demand all fees, charges and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount out-of-pocket expenses of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with each Annual Collateral Audit, provided, however, that the visits and inspections provided Borrower shall not be -------- ------- obligated to reimburse the expenses for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided thatone Annual Collateral Audit during any fiscal year, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at in which case the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations foregoing limitation shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereundernot apply.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Co-Collateral Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records (other than in respect of any Specified Proprietary & Confidential Information) and to discuss the business, operations, properties and financial and other condition of such entity and its Restricted Subsidiaries with officers and employees of such entity and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet Equipment and Service Vehicles that are accurate and complete in all material respects and shall furnish (without duplication) the Agents Co-Collateral Agent with inventory reports respecting such Rental Fleet Equipment and Service Vehicles, in form and detail reasonably satisfactory to the Agents and Lenders Co-Collateral Agent at such times as the Agents Co-Collateral Agent may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet Equipment and Service Vehicles no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet Equipment and Service Vehicles, in each case, in a manner that results in the verification of substantially the entire amount of the Rental Fleet Equipment and Service Vehicles over the course of a year and shall provide to the Agents Co-Collateral Agent a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Co-Collateral Agent shall reasonably requestrequest (without duplication). The U.S. Collateral Agent, the Canadian Collateral Agent and the Canadian Co-Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Co-Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its the Restricted Subsidiaries will grant access to the U.S. Administrative Co-Collateral Agent (including employees of the U.S. Administrative Collateral Agent, the Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Co-Collateral Agent) to such Person’s premises, books, records, accounts accounts, Rental Equipment and Rental Fleet Service Vehicles so that (i) the U.S. Administrative Co-Collateral Agent or an appraiser retained by the U.S. Administrative such Agent may (A) conduct a Rental Fleet Equipment and Service Vehicle appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Co-Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative such Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesRestricted Subsidiary, no environmental assessment by the U.S. Administrative Co-Collateral Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the Administrative existence and continuation of an Event of Default or a Liquidity Event, the Co-Collateral Agent, collectively, may conduct at the expense of the Loan Parties no more than four (4) such appraisals in any calendar year; provided that such appraisals at the expense of the Loan Parties shall be limited to no more than two (2) in any calendar year to the extent the sum of (1) the average of the Available Loan Commitments for the twelve month period immediately prior to the date of calculating such average plus (2) the average of the Specified Suppressed Availability for such period plus (3) the average of the Unrestricted Specified Cash as at the end of each month in such period exceeds $500,000,000 and (ii) absent the existence and continuation of an Event of Default or a Liquidity Event, the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than one (w) three (31) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals field examination in any calendar year to the extent that the sum of (1) the average of the Available RCF Loan Commitments for the twelve (12) month period immediately prior to the commencement date of any subsequent appraisal in calculating such calendar year exceed $300,000,000, average plus (y2) three the average of the Specified Suppressed Availability for such period plus (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for of the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct Unrestricted Specified Cash as at the expense end of the Loan Parties no more than two (2) each month for such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Partiesperiod exceeds $500,000,000. All amounts chargeable to the applicable Borrowers under this subsection Section 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents Co-Collateral Agent, as applicable, hereunder. (c) On or before March 31 of each year, commencing in March 2015, the Parent Borrower shall cause a nationally recognized firm of independent certified public accountants or a nationally recognized firm of independent consultants to furnish a report to the Collateral Agent and Co-Collateral Agent to the effect that they have performed certain agreed upon procedures (which procedures shall in scope and nature be substantially similar to procedures performed with respect to Special Purpose Financings incurred by Special Purpose Subsidiaries of the Parent Borrower) on a statistical sample of the certificates of title of Eligible Rental Equipment and Eligible Service Vehicles represented by certificates of title designed to provide a ninety-five percent (95%) confidence level confirming that the Eligible Rental Equipment and Eligible Service Vehicles included in the U.S. Borrowing Base or Canadian Borrowing Base, as applicable show a valid and perfected first priority Lien in favor of the Collateral Agent or the Canadian Collateral Agent, as applicable, except for such exceptions as shall be set forth in such report. The Parent Borrower shall be responsible for the reasonable cost of such report.

Inspection of Property; Books and Records; Discussions. (aAt any reasonable time during normal business hours and from time to time with reasonable notice, or at any time if a Default or Event of Default shall have occurred and be continuing, each Obligor shall permit any authorized representative(s) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of designated by the U.S. Administrative Agent or the Required Lenders to visit and inspect (including the collection of samples) any of its properties and examine andassets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the extent reasonabletransactions contemplated by the Loan Documents (including in connection with environmental compliance, make abstracts from any of its books and records hazard or liability or insurance programs), and to discuss the businesstheir affairs, operations, properties finances and financial and other condition of such entity and its Subsidiaries accounts with their officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, all upon reasonable notice, notice and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that hours, as often as may be reasonably requested. The visitations and/or inspections by or on behalf of the U.S. Administrative Agent requestsand the Required Lenders shall be at the Obligors’ expense; provided, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an so long as no Default or Event of Default exists and is continuing, only such Obligor shall not be obligated to reimburse the Administrative Agent (i) for more than one (1) such Inventory appraisal may be conducted at the Loan Parties’ expense in any visit or inspection per calendar year) year and (ii) for costs in excess of Cdn.$5,000. Each Obligor shall, and shall cause each of the U.S. Administrative Relevant Subsidiaries to, keep and maintain in all material respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall be made of all dealings and financial transactions (including all customer additions and deactivations, sales, inventory and service credits with respect to sales, returns and allowances with respect to sales) and the assets and business of such Obligor or Relevant Subsidiary in relation to their respective businesses and activities, including transactions and other dealings with respect to the Collateral and such information pertaining to the Collateral as the Collateral Agent may conduct (or engage third parties from time to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriatetime reasonably request. Unless If an Event of Default or Liquidity Event existshas occurred and is continuing and the Loans have been accelerated, or if previously approved by each Obligor, upon the Parent Borrower or one of its SubsidiariesAdministrative Agent’s request, no environmental assessment by the U.S. Administrative Agent may include shall turn over any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) records to the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderits representatives.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in respect of Holdings, the Borrower, and their respective Subsidiaries in which full, complete true and correct entries (in all material respects when taken as a whole) in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its their business and activities; activities and permit representatives (b) for purposes of confirming compliance with the U.S. Loan Documents or after the occurrence and during the continuance of an Event of Default, upon reasonable notice from the Administrative Agent or the Required Lenders, the Loan Parties will, permit the Lenders (and such Persons as any Lender may designate) during normal business hours to visit and inspect inspect, under the Loan Parties’ guidance, any of its the properties and examine andof the Group Members, to the extent reasonableexamine all of their books of account, records, reports and other papers, to make abstracts from any of its books copies and records extracts therefrom, and to discuss the businesstheir respective affairs, operationsfinances and accounts with their respective officers, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its their independent certified public accountants, in each case accountants (and by this provision the Loan Parties authorize such accountants to discuss with the Lenders (and such Persons as any Lender may designate) the finances and affairs of the Group Members) all at any such reasonable time, upon reasonable notice, times and as often as may be reasonably requested; provided, however, that except upon the occurrence and during the continuation of any Default or Event of Default, not more than one such visit and inspection may be desired conducted in any twelve month period. Prior to the occurrence of an Event of Default, the Loan Parties shall only be required to pay the costs and expenses of professionals retained by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete Agent in all material respects and shall furnish the Agents connection with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory visit or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an inspection. So long as no Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations Parties shall be at the sole expense of the Loan Parties; provided that (i) obligated to pay all reasonable costs and expenses incurred by the Administrative Agent may conduct at and the expense of the Loan Parties Lenders in connection with such visitations and inspections no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement once annually. The Loan Parties shall receive advance notice of any subsequent appraisal in proposed discussion with such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral accountants and shall be payable have the right to the Agents hereunderparticipate therein.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Bank, through their authorized attorneys, accountants and representatives (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and at all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and hours, upon reasonable the prior written notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative by Agent or any consultantssuch Bank, accountantsto examine Company’s and each Subsidiary’s books, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, booksaccounts, records, accounts ledgers and Rental Fleet so that assets and properties of every kind and description wherever located; (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (Bb) at any time when Eligible Inventory constitutes and from time to time (in any event, at least once a year unless Availability is less than $12,500,000, in which case, at least once a quarter during the period Availability is less than $12,500,000), upon the request of the Majority Banks, to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable costs and expenses of such audits to be reimbursed by Company; provided, however, that prior to the occurrence and continuance of any Default or Event of Default, the Company shall be required to reimburse the Agent for the reasonable costs and expenses of no more than 5.0% of one (1) audit (unless Availability is less than $12,500,000, in which case during the Total Borrowing Base, an Inventory appraisal period Availability is less than $12,500,000 four (provided that, unless an Event of Default exists and is continuing, only one 4)) such Inventory appraisal audit(s) may be conducted by Agent in any year at the Loan Parties’ expense in any calendar yearCompany’s expense) and (ii) provided further, however, that Company shall be required to reimburse the U.S. Administrative Agent may conduct (for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default Default; and (c) permit Agent and each Bank or Liquidity Event existstheir authorized representatives, at reasonable times and intervals upon prior written notice, to visit all of their respective offices, discuss their respective financial matters with their respective officers and independent certified or if previously approved chartered public accountants, as applicable, and, by this provision, Company authorizes such accountants to discuss the Parent Borrower or one finances and affairs of Company and the Subsidiaries (provided that Company is given an opportunity to participate in such discussions) and examine any of its Subsidiariesor their books and other corporate records. Notwithstanding the foregoing, no environmental assessment by all information furnished to the U.S. Administrative Agent may include any sampling or testing the Banks hereunder shall be subject to the undertaking of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations Banks set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderSection 13.11 hereof.

Inspection of Property; Books and Records; Discussions. (a) Keep In the case of the Borrower, keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its Restricted Subsidiaries with officers and employees of such entity the Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet desired; provided, that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount representatives of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent Borrower may participate in and observe be present during any such physical inventory or cycle countingvisits, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsdiscussions and inspections. (b) At reasonable times during normal business hours During the course of the above-described visits, inspections, examinations and upon reasonable prior notice that discussions, representatives of the U.S. Administrative Agent requestsand the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, independently of as amended (collectively, “HIPAA”), or in connection with the visits and inspections provided for in clause other confidential information relating to healthcare patients whether protected under HIPAA or otherwise (a) abovecollectively, the Parent “Confidential Healthcare Information”). The Borrower and its Subsidiaries will grant access or any Restricted Subsidiary shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure of Confidential Healthcare Information to the U.S. Administrative Agent (including employees representatives of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, Lenders for their “healthcare operations” purposes only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent permissible under applicable laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA and its “minimum necessary” provision. Unless otherwise required by law, the Administrative Agent, the Lenders and their respective representatives shall not require or perform any act that would cause the average Available RCF Commitments for Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the twelve (12) month period immediately prior to the commencement privacy rights of any subsequent appraisal in such calendar year exceed $300,000,000healthcare patients, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000including, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii)without limitation, all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderHIPAA.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and and (b) permit representatives and independent contractors of the U.S. Administrative Agent (who may be accompanied by any Lender) to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its Subsidiaries with officers officers, directors and employees of such entity the Borrower and its Subsidiaries and, so long as a Specified Event of Default has occurred and is continuing, with its their independent certified public accountants, in each case all at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount expense of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each Loan Parties; provided, that, no more than one such physical inventory inspection or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation discussion shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted undertaken at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless fiscal year unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations has occurred and other verifications and evaluations shall be is continuing (at the sole expense of the Loan Parties; provided that (i) which time the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may conduct do any of the foregoing at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists during normal business hours and upon reasonable advance notice); provided further, that such obligations shall in all events be at the sole expense of the Loan Parties. All amounts chargeable subject to the rights of lessees or sublessees and to any restrictions or limitations in any applicable Borrowers under this subsection 7.6(b) lease, sublease, Contractual Obligation or other written occupancy arrangement to which any Loan Party or Subsidiary is bound. The Administrative Agent shall constitute obligations that are secured by all of give the applicable Collateral and shall be payable Borrower the opportunity to participate in any discussions with the Agents hereunderBorrower’s accountants.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which fullentries, complete and correct entries to permit financial statements to be prepared in conformity accordance with GAAP and all material Requirements of Law GAAP, shall be made of all dealings and transactions in relation to its business and activities; activities and (b) permit representatives of the U.S. Administrative Agent any Lender to visit and inspect any of its properties and examine and, to at the extent reasonableBorrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments (and, if requested by the Collateral Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or to discuss the business, operations, properties and financial and other condition of such entity the Parent and its Subsidiaries with officers and employees of such entity the Parent and its Subsidiaries and with its their respective independent certified public accountants; provided, that, in the absence of an Event of Default, (i) each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and Agent shall provide to the Agents a report based on each such physical inventory Borrower or program promptly after such physical inventory or after the applicable program yearParent, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe reasonable written notice prior to any such physical inventory visit or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) inspection and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense a representative of the Loan Parties no more than shall be given the opportunity to be present for any discussion with their independent public accountants. The Borrower agrees to pay (wa) three (3) $1,000 per day per examiner plus the examiner’s out-of-pocket costs and reasonable expenses incurred in connection with all such Rental Fleet appraisals during the period beginning on the Closing Date visits, audits, inspections, valuations and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 field examinations and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (iib) the U.S. Administrative Agent may conduct at the expense out-of-pocket cost of all visits, audits, inspections, valuations and field examinations conducted by a third party on behalf of the Loan Parties no Agents; provided, that, in the absence of an Event of Default, the Borrower shall not be obligated to pay for more than two (2) such field examinations in any calendar year audits, and (iii) notwithstanding one other visit during the limitations set forth in preceding clauses (i) term of this Agreement; provided, however, that after the occurrence and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when during the continuance of an Event of Default or Liquidity Event exists Default, the Borrower shall be at pay for all audits, valuations and visits. Upon the sole expense request of the Borrower, the Administrative Agent shall provide the Borrower with a reasonably detailed report of any expenses or costs referred to in this Section 6.6, provided, that Administrative Agent shall have the right to charge the Loan Parties. All amounts chargeable Account prior to giving such invoice to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderBorrower.

Inspection of Property; Books and Records; Discussions. (ai) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (ii) permit representatives of the U.S. Administrative Agent any Lender upon reasonable prior written notice to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records during the Borrower's normal business hours and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of such entity Holdings, the Borrower and its their respective Subsidiaries with officers and employees of Holdings, the Borrower and such entity and its Subsidiaries and with its their independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that The Borrower will permit any representatives designated by the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to conduct evaluations and appraisals of the Borrower's computation of the Borrowing Base and the assets included in the Borrowing Base and such Person’s premises, books, records, accounts other assets and Rental Fleet so that (i) other financial information and properties of the U.S. Administrative Agent or an appraiser retained by Borrower as the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal require, as often as reasonably requested by the Administrative Agent and (B) at any time when Eligible Inventory constitutes more than 5.0% with the consent of the Total Borrowing BaseBorrower, an Inventory appraisal such consent not to be unreasonably withheld; PROVIDED, however, that the Administrative Agent shall not be entitled to conduct such evaluations and appraisals more frequently than once per year unless (provided that, unless x) an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and continuing or (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (iy) the Administrative Agent may conduct at reasonably determines in consultation with the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year Borrower that a material event or material change has occurred with respect to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties, their inventory practices or the performance of the Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Borrower will permit the Administrative Agent to conduct such evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Credit Loans or Letters of Credit shall be outstanding or shall have been requested by the Borrower hereunder. All amounts chargeable The Borrower shall pay all fees, including internally allocated fees and expenses of employees of the Administrative Agent, and expenses as to which invoices have been furnished of any such representatives retained by the Administrative Agent to conduct any such evaluation or appraisal, including the reasonable fees and expenses associated with collateral monitoring services performed by the Collateral Agent Services Group of the Administrative Agent. To the extent required by the Administrative Agent as a result of any such evaluation, appraisal or monitoring, the Borrower also agrees to modify or adjust the parameters for including Eligible Inventory and Eligible Accounts Receivable in the Borrowing Base as the Administrative Agent shall reasonably require based upon the results of such evaluation and appraisal, provided that the Administrative Agent shall specify to the applicable Borrowers under this subsection 7.6(bBorrower in writing the reasons for any such additional adjustments. (c) shall constitute obligations In the event that are secured by all historical accounting practices, systems or reserves relating to the components of the applicable Collateral and shall be payable Borrowing Base are modified in a manner that is adverse to the Agents hereunderLenders in any material respect, the Borrower agrees to maintain additional reserves (for purposes of computing the Borrowing Base) in respect of the components of the Borrowing Base and make other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for the components of the Borrowing Base) to the computation of the Borrowing Base, in each case, as reasonably requested by the Administrative Agent and with the consent of the Borrower, which consent shall not be unreasonably withheld, to provide for such modification.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation (or, with respect to its business and activities; and permit representatives Subsidiaries organized outside of the U.S. United States, the local accounting standards applicable to the relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with different local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be updated or revised from time to time and, for the avoidance of doubt, with any discretions, judgments and elections afforded by such local accounting standard, including any changes in the application of such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of changes between local accounting standards required by applicable law or regulation). (b) Permit representatives designated by the Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to discuss no more than one such visit per calendar year at each facility, and (ii) such visits by the Administrative Agent or its designee shall be at the Administrative Agent’s expense, except in the case of the foregoing clauses (i) and (ii) during the continuance of an Event of Default). (c) Permit representatives designated by the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of such entity the Borrower and its Subsidiaries with officers and employees of such entity the Borrower and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, notice and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, and upon reasonable prior notice that (iii) such discussions shall be limited to no more than once per calendar year except during the U.S. continuance of an Event of Default). (d) Permit representatives of the Administrative Agent requeststo have reasonable discussions regarding the business, independently operations, properties and financial and other condition of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access with its independent certified public accountants to the U.S. Administrative Agent extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (including employees provided, that (i) a Responsible Officer of the U.S. Borrower shall be afforded the opportunity to be present during such discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct Lender (or engage third parties to conducttheir respective representatives or contractors) such field examinationsis prohibited or restricted by Requirements of Law or any binding agreement or obligation, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses is subject to attorney-client or similar privilege or constitutes attorney work product or (iiv) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderconstitutes classified information.

Inspection of Property; Books and Records; Discussions. Permit Agent, through its authorized attorneys, accountants and representatives (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and at all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon (with reasonable prior notice that notice, unless a Default or Event of Default has occurred and is continuing), upon the U.S. Administrative Agent requestsrequest of Agent, independently of or in connection with the visits and inspections provided for in clause (a) aboveto examine each Credit Party’s books, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, booksaccounts, records, accounts ledgers and Rental Fleet so that assets and properties; (ib) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may from time to time, during normal business hours (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided thatwith reasonable prior notice, unless an a Default or Event of Default exists has occurred and is continuing), upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and Inventory of the Credit Parties and appraisals of all or a portion of the fixed assets (including real property and other Collateral) of the Credit Parties, such audits and appraisals to be completed by an auditor or appraiser selected by Agent and, unless a Default or Event of Default has occurred and is continuing, approved by Company (such approval not to be unreasonably withheld or delayed), with all reasonable costs and expenses of such audits and approvals to be reimbursed by the Borrowers (provided that the Borrowers shall be obligated to reimburse Agent for the costs and expenses of only one two such Inventory appraisal may be conducted at the Loan Parties’ expense in audits and appraisals per year, unless any calendar year) and (ii) the U.S. Administrative Agent may conduct (Default or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations has occurred and other verifications and evaluations shall be is continuing at the sole expense time of the Loan Partiessuch audit or appraisal); provided that (ic) the Administrative Agent may conduct at the expense of the Loan Parties no more than during normal business hours (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31with reasonable prior notice, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an unless a Default or Event of Default has occurred and is continuing) and at its own risk, to enter onto the real property owned or Liquidity leased by any Credit Party to conduct inspections, investigations or other reviews of such real property; and (d) at reasonable times during normal business hours (with reasonable prior notice, unless a Default or Event exists shall be of Default has occurred and is continuing) and at the sole expense of the Loan Parties. All amounts chargeable reasonable intervals, to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by visit all of the applicable Collateral Credit Parties’ offices, discuss each Credit Party’s respective financial matters with their respective officers, as applicable, and, by this provision, Borrowers authorize, and shall be payable will cause each of their respective Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the Agents hereunderfinances and affairs of any such Person and examine any of such Person’s books, reports or records held by such accountants, so long as a representative of Company is able to participate in such discussions.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books At any reasonable time during normal business hours with prior notice, or at any time without notice if a Default or Event of records Default shall have occurred and account in which fullbe continuing, complete and correct entries in conformity with GAAP and all material Requirements of Law each Credit Party shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative any authorized representative(s) designated by any Agent to visit and inspect any of its properties and examine andassets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the extent reasonabletransactions contemplated by the Loan Documents (including in connection with environmental compliance, make abstracts from any of its books and records hazard, liability or insurance programs), and to discuss the businesstheir affairs, operations, properties finances and financial and other condition of such entity and its Subsidiaries accounts with their officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case . The visitations and/or inspections by or on behalf of any Agent shall be at any reasonable time, upon reasonable notice, the Credit Parties’ expense and as often as may reasonably be desired all costs and expenses incurred by the Administrative AgentAgent or the Collateral Agent in connection therewith shall constitute Lender Expenses hereunder; provided that so long as no Event of Default is continuing, the Credit Parties shall not be obligated to pay for more than such visitations and/or inspections in any twelve (12)-month period specified in SECTION 8.04(b) and 8.04(c) below. Each Borrower Credit Party shall keep records of its Rental Fleet that are accurate and complete maintain in all material respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall furnish be made of all dealings and financial transactions and the Agents assets and business of such Credit Party in relation to their respective businesses and activities, including transactions and other dealings with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory respect to the Agents and Lenders at such times as the Agents may reasonably requestCollateral. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether If an Event of Default then existshas occurred and is continuing and the Loans have been accelerated, the Administrative Borrower, upon the Administrative Agent or Collateral Agent’s request, shall make copies of or turn over any such records to the Administrative Agent, the Collateral Agent or their representatives. (b) At Upon three (3) Business Days’ prior written notice to the Credit Parties, each Credit Party shall permit any authorized representatives of the Collateral Agent to conduct a field examination, at the Borrower’s expense, of any of the properties of such Credit Party, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsand, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access subject to the U.S. Administrative Agent proviso set forth below, as often as may be reasonably requested (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet a “Field Examination”); provided that so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an long as no Event of Default exists and is continuing, only one such Inventory appraisal may the Borrowers shall not be conducted at obligated to pay the Loan Parties’ expense costs of more than four (4) field exams in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of -month period. (c) Each Credit Party shall permit any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense authorized representatives of the Loan Parties Collateral Agent to conduct an appraisal of the Inventory of such Credit Party at such Credit Party’s expense; provided that so long as no Event of Default is continuing, the Borrowers shall not be obligated to pay the costs of more than two (2) such field examinations Inventory appraisals in any calendar year and twelve (iii12) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder- month period.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Lender, through their authorized attorneys, accountants and representatives (a) Keep proper books at all reasonable times during normal business hours, upon the request of records Agent or such Lender, to examine the books, accounts, records, ledgers and account in which fullassets and properties of Borrower and each Subsidiary; (b) from time to time, complete during normal business hours, upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and correct entries in conformity with GAAP Inventory of Borrower and all material Requirements of Law shall be made the Subsidiaries and appraisals of all dealings and transactions in relation to its business and activities; and permit representatives or a portion of the U.S. Administrative fixed assets (including real property) of Borrower and the Subsidiaries, such audits and appraisals to be completed by an appraiser as may be selected by Agent and consented to visit by Borrower (such consent not to be unreasonably withheld), with all reasonable costs and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition expenses of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountantsaudits to be reimbursed by Borrower, in each case at any reasonable time, upon reasonable notice, and provided that so long as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then or Default exists. , Borrower shall not be required to reimburse Agent for more than two inventory appraisals per Fiscal Year and more than two collateral audits per Fiscal Year; (bc) At during normal business hours and at their own risk, to enter onto the real property owned or leased by Borrower or any Subsidiary to conduct inspections, investigations or other reviews of such real property; and (d) at reasonable times during normal business hours and upon at reasonable prior notice that the U.S. Administrative Agent requestsintervals, independently to visit all offices of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultantsSubsidiary, accountantsdiscuss Borrower’s or any Subsidiaries’ financial matters with its officers, lawyers as applicable, and, by this provision, Borrower authorizes, and appraisers retained by will cause each of their respective Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the U.S. Administrative Agent) to finances and affairs of Borrower or any Subsidiary and examine any of such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent reports or an appraiser retained records held by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderaccountants.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books At any reasonable time during normal business hours with prior notice, or at any time without notice if a Default or Event of records Default shall have occurred and account in which fullbe continuing, complete and correct entries in conformity with GAAP and all material Requirements of Law each Credit Party shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative any authorized representative(s) designated by any Agent to visit and inspect any of its properties and examine andassets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the extent reasonabletransactions contemplated by the Loan Documents (including in connection with environmental compliance, make abstracts from any of its books and records hazard, liability or insurance programs), and to discuss the businesstheir affairs, operations, properties finances and financial and other condition of such entity and its Subsidiaries accounts with their officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case . The visitations and/or inspections by or on behalf of any Agent shall be at any reasonable time, upon reasonable notice, the Credit Parties’ expense and as often as may reasonably be desired all costs and expenses incurred by the Administrative AgentAgent or the Collateral Agent in connection therewith shall constitute Lender Expenses hereunder; provided that so long as no Event of Default is continuing, the Credit Parties shall not be obligated to pay for more than such visitations and/or inspections in any twelve (12)-month period specified in SECTION 8.04(b) and 8.04(c) below. Each Borrower Credit Party shall keep records of its Rental Fleet that are accurate and complete maintain in all material respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall furnish be made of all dealings and financial transactions and the Agents assets and business of such Credit Party in relation to their respective businesses and activities, including transactions and other dealings with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory respect to the Agents and Lenders at such times as the Agents may reasonably requestCollateral. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether If an Event of Default then existshas occurred and is continuing and the Term Loan Obligations have been accelerated, the Administrative Borrower, upon the Administrative Agent’s request, shall make copies of or turn over any such records to the Administrative Agent or its representatives. (b) At Upon three (3) Business Days’ prior written notice to the Credit Parties, each Credit Party shall permit any authorized representatives of the Collateral Agent to conduct a field examination, at the Borrower’s expense, of any of the properties of such Credit Party, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsand, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access subject to the U.S. Administrative Agent proviso set forth below, as often as may be reasonably requested (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet a “Field Examination”); provided that so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an long as no Event of Default exists and is continuing, only one such Inventory appraisal may the Borrowers shall not be conducted at obligated to pay the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event costs of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals field exams in any calendar year to the extent that the average Available RCF Commitments for the twelve (1212)-month period. (c) month period immediately prior to the commencement of Each Credit Party shall permit any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense authorized representatives of the Loan Parties Collateral Agent to conduct an appraisal of the Inventory of such Credit Party at such Credit Party’s expense; provided that so long as no Event of Default is continuing, the Borrowers shall not be obligated to pay the costs of more than two (2) such field examinations Inventory appraisals in any calendar year and twelve (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder12)-month period.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP (i) customary industry practice (and in a manner that financial statements can be produced in accordance with GAAP) and (ii) all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent any Lender to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records records, and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its Subsidiaries with officers and employees of such entity the Borrower and its Subsidiaries and (with the prior consent of the Borrower, which consent shall not be unreasonably withheld) with its independent certified public accountants, in each case at any reasonable time, upon reasonable noticenotice to the Borrower and/or its Subsidiaries, as the case may be, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsdesired. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent The Borrower and its Subsidiaries will grant access Subsidiaries, from time to time upon the U.S. Administrative request of the Agent or the Required Lenders through the Agent, shall permit the Agent, accompanied by one or more Lenders and professionals (including employees of the U.S. Administrative Agent or any investment bankers, consultants, accountants, lawyers and appraisers appraisers) retained by the U.S. Administrative Agent) Agent to such Person’s premises, books, records, accounts conduct non-environmental evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent or an appraiser retained by Borrower's practices in the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% computation of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) Base and (ii) the U.S. Administrative assets included in the Borrowing Base (it being understood and agreed to that the Agent may will conduct (or engage third parties to conductsuch evaluations and appraisals as frequently as each quarter but not less than once per fiscal year of the Borrower) such field examinations, verifications and evaluations pay the reasonable fees and expenses of the Agent incurred in connection therewith (including environmental assessmentsthe fees and expenses of the Agent's Collateral Monitoring Department), the Lenders or such professionals with respect to all such appraisals; provided however, that the Agent shall not be entitled to conduct such evaluations and appraisals of assets more frequently than twice per year unless (x) as the U.S. Administrative Agent may deem necessary a Default or appropriate. Unless an Event of Default has occurred and is continuing or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in the Agent, or the Required Lenders through the Agent, determines that any calendar year material event or material change has occurred with respect to the extent Borrower or its Domestic Subsidiaries, their inventory or receivables practices or the performance of the Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the average Available RCF Commitments for Borrowing Base, in which case the twelve Borrower will permit the Agent to conduct such evaluations and appraisals at such reasonable times and as often (12not to exceed four times per year) month period immediately prior as may be reasonably requested by the Agent. (c) The Borrower will, and will cause each of its Subsidiaries to, in connection with any evaluation and appraisal relating to the commencement computation of any subsequent appraisal the Borrowing Base, maintain such additional reserves (for purposes of computing the Borrowing Base) in respect of Eligible Accounts Receivable and Eligible Inventory and make such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year other adjustments to the extent that parameters for including Eligible Inventory in the average Available RCF Commitments for Borrowing Base as the twelve (12) month period immediately prior to Agent or the commencement Required Lenders through the Agent shall reasonably require based upon the results of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year evaluation and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderappraisal.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit . (b) Permit representatives of the U.S. any Administrative Agent or employees of any Lender during normal business hours (i) to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records during regular business hours and as often as may reasonably be desired, but no more than twice per fiscal year so long as no Event of Default is outstanding, and (ii) to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries the Group Members with officers and employees of such entity and its Subsidiaries the Group Members and with its their independent certified public accountants, in each either case on reasonable prior notice and at the expense of such Administrative Agent or such Lender, provided that at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or time after the applicable program yearoccurrence and during the continuance of an Event of Default, as applicable, together with the reasonable costs and expenses of such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate Lender in and observe respect of any such physical inventory or cycle counting, which participation inspection shall be at the Borrowers’ expense regardless of whether an Event of Default then existsthe Borrower. (bc) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Permit any representatives designated by Revolving Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Revolving Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base and such Person’s premises, books, records, accounts other assets and Rental Fleet so that (i) properties of the U.S. Loan Parties as the Revolving Administrative Agent or an appraiser retained by the U.S. Administrative Agent Required Revolving Credit Lenders may (A) conduct a Rental Fleet appraisal require, all upon reasonable prior notice during normal business hours and (B) at any time when Eligible Inventory constitutes as often as reasonably requested; provided that such evaluations shall not be conducted more often than 5.0% once during each fiscal year of the Total Borrowing Base, an Inventory appraisal Borrower and such appraisals shall not be conducted more often than once during each fiscal year of the Borrower (provided that, unless exclusive in each case of any evaluations and appraisals conducted while an Event of Default exists has occurred and is continuing, only one ); provided further that during such Inventory appraisal may be conducted time that Revolving Credit Facility Availability is less than the greater of (a) the lesser of (i) 15% of the aggregate Revolving Credit Commitments at the Loan Parties’ expense in any calendar year) such time and (ii) 15% of the U.S. Borrowing Base at such time and (b) $82,500,000, the Revolving Administrative Agent may shall have the right to conduct (or engage third parties up to conduct) two such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include in any sampling or testing fiscal year of the soil, surface water or groundwater. All Borrower and the right to conduct up to two such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar fiscal year of the Borrower. The Borrower shall pay the reasonable applicable fees (including reasonable and customary internally allocated fees of employees of the Revolving Administrative Agent as to which invoices have been furnished) and expenses of any such representatives retained by such Administrative Agent as to which invoices have been furnished to conduct any such evaluation or appraisal (it being understood that all such reasonable fees and expenses described in this sentence shall be in addition to the extent that collateral agency fee described in the average Available RCF Commitments for the twelve (12) month period immediately prior Agent’s Fee Letter to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiwhich CGMI is a party), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent any Lender to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its Subsidiaries with officers and employees of such entity the Borrower and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists.81 75 (b) At any time upon the reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees request of the U.S. Administrative Agent, permit the Administrative Agent or any its professionals (including consultants, accountants, lawyers accountants and appraisers appraisers) retained by the U.S. Administrative Agent) Agent to such Person’s premises, books, records, accounts conduct evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent or an appraiser retained by Borrower's practices in the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% computation of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at assets included in the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and Borrowing Base, (iii) notwithstanding systems and procedures relating to the limitations set forth in preceding clauses (i) Borrowing Base items, and (iiiv) other related procedures deemed necessary by the Administrative Agent and pay the reasonable fees and expenses thereof in connection therewith (including, without limitation, the fees and expenses associated with services performed by the Administrative Agent's Specialized Due Diligence Department); provided, all however, that the Administrative Agent shall not be entitled to conduct such Rental Fleet appraisals, inventory evaluations and appraisals and field examinations commenced at any time when more frequently than once per year unless (x) an Event of Default has occurred and is continuing or Liquidity Event exists shall be at (y) the sole expense of Administrative Agent reasonably determines in consultation with the Borrower that any material event or material change has occurred with respect to the Loan Parties. All amounts chargeable , their inventory practices or the performance of the Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Borrower will permit the Administrative Agent to conduct such evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Credit Loans, Swing Line Loans or Letters of Credit shall be outstanding or shall have been requested by the Borrower hereunder. (c) In connection with any evaluation and appraisal relating to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all computation of the applicable Collateral Borrowing Base, agree to make such adjustments to its parameters for including Eligible Inventory and Eligible Accounts Receivable in the Borrowing Base as the Administrative Agent shall be payable reasonably require based upon the results of such evaluation and appraisal, provided that the Administrative Agent shall specify to the Agents hereunderBorrower in writing the reasons for any such additional adjustments.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent any Lender upon reasonable notice (but, with respect to all Lenders, no more frequently than monthly unless a Default or Event of Default shall have occurred and be continuing) during business hours and with a Responsible Officer present to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records records, including, without limitation, in connection with any collateral review or appraisal described in paragraph (b) below, and to discuss the business, operations, properties and financial and other condition of such entity the Company and its Subsidiaries with officers and employees of such entity the Company and its Subsidiaries and (in coordination with such officers and employees) with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsdesired. (b) At any time upon reasonable times notice, during normal business hours and upon with a Responsible Officer present and at the reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees request of the U.S. Administrative Agent, permit the Administrative Agent or any its professionals (including collateral monitoring specialists, consultants, accountants, lawyers and appraisers appraisers) retained by the U.S. Administrative AgentAgent to conduct (1) to such Person’s premises, books, records, accounts evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent or an appraiser retained by Company's practices in the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% computation of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. assets included in the Borrowing Base, (iii) systems and procedures relating to the Borrowing Base items, and (iv) other related procedures deemed necessary by the Administrative Agent may and pay the reasonable fees and expenses in connection therewith (including, without limitation, the fees and expenses associated with services performed by the Administrative Agent's Collateral Monitoring Department); provided, however, that the Administrative Agent shall not be entitled to conduct at such evaluations and appraisals more frequently than once per year unless (A) a Default or Event of Default has occurred and is continuing or (B) the expense Administrative Agent determines that any material event or material change has occurred with respect to the Credit Parties, their inventory practices or the performance of the Loan Parties no Collateral and that as a result of such event or change more than two frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Company will permit the Administrative Agent to conduct such evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Loans or Letters of Credit shall be outstanding or shall have been requested by the Company hereunder and (2) an appraisal by Hilco Appraisal Services, LLC, or other appraisal company satisfactory to the Administrative Agent, of the Inventory on a quarterly basis during the fiscal year 2002, and pay the reasonable fees and expenses in connection therewith. (c) In connection with any evaluation and appraisal relating to the computation of the Borrowing Base, agree to maintain such field examinations additional reserves (for purposes of computing the Borrowing Base) in respect of Eligible Inventory and make such other adjustments to its parameters for including Eligible Inventory in the Borrowing Base as the Administrative Agent shall reasonably require based upon the results of such evaluation and appraisal, provided that the reasons for any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default additional reserves or Liquidity Event exists adjustments shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderspecified in writing.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives and agents of Agent and during the U.S. Administrative Agent continuance of any Event of Default, any Lender to visit and inspect any of its Loan Party’s properties and examine and, to the extent reasonable, make abstracts from any of its books and records records, to conduct field examinations, appraisals and valuations and to discuss the business, operations, properties and financial and other condition of such entity and Administrative Borrower or any of its Subsidiaries with officers and employees of such entity and Administrative Borrower or any of its Subsidiaries and with its independent certified public accountants, in each case so long as no Default or Event of Default has occurred and is continuing at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shalldesired; provided, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists has occurred and is continuing, only one Administrative Borrower shall be provided with prior notice of any meeting with its independent certified public accounts and shall be permitted to attend any such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinationsmeetings; provided, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless that, unless an Event of Default or Liquidity Event existshas occurred and is continuing, or if previously approved by the Parent Administrative Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative is only required to reimburse Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations for reasonable costs and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) expenses incurred in connection with three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year per annum and one (iii1) notwithstanding the limitations set forth in preceding clauses inspection per annum. (ib) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when If an Event of Default shall have occurred and be continuing, Administrative Borrower shall reimburse Agent for any reasonable fees and expenses of third parties incurred in connection with any appraisal of Administrative Borrower’s or Liquidity Event exists shall be at any of its Subsidiaries’ real property reasonably requested in writing by the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderRequired Lenders.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Lender, through their authorized attorneys, accountants and representatives (a) Keep proper books at all reasonable times during normal business hours, upon the request of records Agent or such Lender, to examine the books, accounts, records, ledgers and account in which fullassets and properties of Borrower and each Subsidiary; (b) from time to time, complete during normal business hours, upon the request of the Agent, to conduct full or partial collateral audits of the Accounts and correct entries in conformity with GAAP Inventory of Borrower and all material Requirements of Law shall be made the Subsidiaries and appraisals of all dealings and transactions in relation to its business and activities; and permit representatives or a portion of the U.S. Administrative fixed assets (including real property) of Borrower and the Subsidiaries, such audits and appraisals to be completed by an appraiser as may be selected by Agent and consented to visit by Borrower (such consent not to be unreasonably withheld), with all reasonable costs and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition expenses of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountantsaudits to be reimbursed by Borrower, in each case at any reasonable timeprovided, upon reasonable noticehowever, and that so long as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then or Default exists. , Borrower shall not be required to reimburse Agent for more than one inventory appraisal every other Fiscal Year and more than two collateral audits per Fiscal Year; provided further, after successful completion of the Intcomex IPO, Borrower shall not be required to reimburse Agent for more than one collateral audit per Fiscal Year; (bc) At during normal business hours and at their own risk, to enter onto the real property owned or leased by Borrower or any Subsidiary to conduct inspections, investigations or other reviews of such real property; and (d) at reasonable times during normal business hours and upon at reasonable prior notice that the U.S. Administrative Agent requestsintervals, independently to visit all offices of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultantsSubsidiary, accountantsdiscuss Borrower’s or any Subsidiaries’ financial matters with its officers, lawyers as applicable, and, by this provision, Borrower authorizes, and appraisers retained by will cause each of their respective Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the U.S. Administrative Agent) to finances and affairs of Borrower or any Subsidiary and examine any of such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent reports or an appraiser retained records held by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderaccountants.”

Inspection of Property; Books and Records; Discussions. (aThe Company shall permit, and cause each of its Subsidiaries to permit, any authorized representative(s) Keep designated by the Administrative Agent or the Requisite Lenders to inspect any of the properties of the Company or any of its Subsidiaries, including their financial and accounting records, and to make copies and take extracts therefrom, and to discuss their affairs, finances and accounts with their officers and, affording a reasonable opportunity for the Company to have its representative present at such meeting, with their independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. The Company will, and will cause each of its Subsidiaries to, keep proper books of records record and account in which full, complete and correct entries in conformity with GAAP (and all material Requirements of Law legal requirements) shall be made of all dealings and transactions in relation to its business their businesses and activities; . NEGATIVE COVENANTS The Company covenants and permit representatives agrees that so long as any Lender shall have any obligation hereunder and until payment in full of all of the U.S. Administrative Agent to visit Obligations, unless the Requisite Lenders shall otherwise give prior written consent thereto: Material Subsidiary Indebtedness and inspect Accommodation Obligations. The Company shall not permit any of its properties Material Subsidiaries to directly or indirectly create, incur, assume, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than (a) Indebtedness existing on the Effective Date and examine andset forth on Schedule 8.01, (b) Indebtedness of 7-Eleven Canada, (c) Indebtedness owed by any Material Subsidiary to the extent reasonable, make abstracts from Borrower or to another Subsidiary of the Borrower and (d) Indebtedness in an aggregate amount at any time outstanding in excess of its books seven and records and to discuss one half percent (7.5%) of consolidated total assets of the business, operations, properties and financial and other condition of such entity Company and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, reflected in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative AgentCompany’s most recent annual audited balance sheet. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory In addition to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shallforegoing, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount if any Material Indebtedness of the Rental Fleet over Company for borrowed money shall be guaranteed by or otherwise supported by an Accommodation Obligation of any Subsidiary of the course of a year and Company, the Company shall provide cause such Subsidiary to (a) guaranty or otherwise support the Obligations to the Agents a report based on each same extent as any and all other such physical inventory or program promptly after such physical inventory or after the applicable program year, Material Indebtedness for so long as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation other Material Indebtedness shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. so guaranteed or supported and (b) At reasonable times during normal business hours execute and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits deliver such documents and inspections provided for in clause (a) above, the Parent Borrower legal opinions as would have been required under Section 4.01 if such Subsidiary had executed and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning delivered this Agreement on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderEffective Date.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct in all material respects entries in conformity with GAAP and all material applicable Requirements of Law shall be made of all material dealings and transactions in relation to its business activities and activities; and (b) permit representatives of the U.S. Administrative Agent any Lender, upon reasonable prior notice, to visit and inspect any of its properties and examine and, to at the extent reasonableInitial Borrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (subject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of such entity the Initial Borrower and its Subsidiaries the Borrower Group Members with officers and employees of such entity the Initial Borrower and its Subsidiaries the Borrower Group Members and with its their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, in each case at any reasonable timeso long as no Default or Event of Default has occurred and is continuing, upon reasonable noticesuch visits, inspections and as often as may reasonably examinations shall only be desired conducted by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be limited to one per fiscal year plus any additional visits in connection with Lender meetings (and only one time at the BorrowersBorrower Loan Parties’ expense regardless of whether an so long as no Default or Event of Default then exists. (b) At reasonable times during normal business hours has occurred and upon reasonable prior notice that is continuing). The Agents and the U.S. Administrative Agent requests, independently of or Lenders shall give the Initial Borrower the opportunity to participate in connection any discussions with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access Initial Borrower’s independent public accountants. Notwithstanding anything to the U.S. Administrative Agent (including employees of contrary in this Section 5.6, neither the U.S. Administrative Agent Initial Borrower nor any Borrower Group Member will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any consultantsdocument, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so information or other matter that (i) the U.S. Administrative Agent constitutes trade secrets or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000proprietary information, (ii) the U.S. Administrative in respect of which disclosure to any Agent may conduct at the expense or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of the Loan Parties no more than two Law or any binding agreement (2and such prohibition is not created in contemplation of this Agreement) such field examinations in any calendar year and or (iii) notwithstanding is subject to attorney-client or similar privilege or constitutes attorney work product. For the limitations set forth in preceding clauses (i) and (ii)avoidance of doubt, all such Rental Fleet this Section 5.6 does not govern field examinations or inventory appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that which are secured governed by all of the applicable Collateral and shall be payable to the Agents hereunderSection 5.2(d).

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent Security Agents to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by desired; provided that representatives of the Administrative AgentParent Borrower may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Rental Fleet that are accurate and complete Inventory in all material respects accordance with past practice and shall furnish the Security Agents on an annual basis, upon request of the Security Agents, with a summary showing inventory reports respecting such Rental Fleet balance per site (and costing of inventory) or, if a Dominion Event has occurred and is continuing, more frequently as reasonably requested by the Security Agents, in form and detail reasonably satisfactory to substance substantially consistent with the Agents Parent Borrower’s past practice or in such other form and Lenders at such times substance as the Security Agents may otherwise consent (such consent not to be unreasonably withheld, conditioned or delayed) together with such supporting information (including count sheets) as the Security Agents shall reasonably request. Each Borrower shall, at such Borrowers’ Borrower’s expense, conduct a physical inventory and costing of its serialized Rental Fleet no less frequently than annually Inventory on an annual basis substantially consistent with past practice or shall have in place a cycle counting such other manner as the Security Agents may otherwise consent (such consent not to be unreasonably withheld, conditioned or perpetual verification) program designed delayed). The summary referred to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and second preceding sentence shall provide to the Agents a report be based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existscosting. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsSecurity Agents request, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent Security Agents (including employees of the U.S. Administrative Agent Security Agents or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative AgentSecurity Agents) to such Person’s premises, books, records, records and accounts and Rental Fleet so that (i) the U.S. Administrative Agent Security Agents or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent Security Agents may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent Security Agents may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesBorrower, no environmental assessment by the U.S. Administrative Agent Security Agents may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, The Security Agents may conduct one (1) field examinations and other verifications and evaluations shall be at the sole expense examination in each calendar year in each case for all of the Loan Parties each at the Loan Parties’ expense; provided that (i) that, the Administrative Agent Security Agents may conduct up to two (2) field examinations in a calendar year if Excess Availability falls below 30.0% of Availability for five (5) consecutive Business Days at any time in such calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default, the Security Agents may cause such additional field examinations to be taken for each of the Loan Parties as the Security Agents in their reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiParties), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. (c) During the course of the above-described visits, inspections, examinations and discussions, representatives of the Security Agents and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively, “HIPAA”), or other confidential information relating to healthcare patients whether protected under HIPAA or otherwise (collectively, the “Confidential Healthcare Information”). The Parent Borrower or any Restricted Subsidiary shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure of Confidential Healthcare Information to representatives of the Security Agents or the Lenders for their “healthcare operations” purposes only to the extent permissible under applicable laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA and its “minimum necessary” provision. Unless otherwise required by law, the Security Agents, the Lenders and their respective representatives shall not require or perform any act that would cause the Parent Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet Equipment that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet Equipment in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet Equipment no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet Equipment in a manner that results in the verification of substantially the entire amount of the Rental Fleet Equipment over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its the Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet Equipment so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet Equipment appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesSubsidiary, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the existence and continuation of an Event of Default or a Liquidity Event, the Administrative Agent may conduct at the expense of the Loan Parties no more than four (w) three (34) such Rental Fleet appraisals during the period beginning on the Closing Date and in any calendar year; provided that for any calendar year ending on after December 31, 20072006, (x) following December 31, 2007, such appraisals at the expense of the Loan Parties shall be limited to no more than two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Loan Commitments for the twelve (12) month period immediately prior to the commencement date of any subsequent appraisal in calculating such calendar year exceed average exceeds $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 500,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) absent the U.S. existence and continuation of an Event of Default or a Liquidity Event, the Administrative Agent may conduct at the expense of the Loan Parties no more than two one (21) such field examinations examination in any calendar year and to the extent that the average Available Loan Commitments for the twelve (iii12) notwithstanding month period immediately prior to the limitations set forth in preceding clauses (i) and (ii), all date of calculating such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Partiesaverage exceeds $500,000,000. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of and records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (a) except during the continuation of an Event of Default, only one such visit per year shall be at the Parent Borrower’s expense, and as often as may reasonably be desired by (b) during the continuation of an Event of Default, the Administrative AgentAgent or its representatives may do any of the foregoing at the Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Rental Fleet that are accurate and complete Inventory in all material respects and shall furnish a manner to allow the Agents Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the Parent Borrower will provide a summary inventory reports respecting such Rental Fleet report (based on its customary methodology and, in form and detail reasonably satisfactory substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the Agents and contrary in Subsection 7.2(g) or in this Subsection 7.6 or in any other provision of any Loan Document, none of the Parent Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verificationtheir respective representatives) program designed is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory attorney client or program promptly after such physical inventory similar privilege or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsconstitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesRepresentative, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 10.0% of Availability for a period of 10 consecutive Business Days during such Rental Fleet appraisalscalendar year, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 10.0% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiParties), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the Administrative Agent in writing to suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Borrower Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent any Lender to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records records, including without limitation, in connection with any collateral review or appraisal described in paragraph (b) below, at any reasonable time and upon reasonable notice and as often as may reasonably be desired (PROVIDED, however, that (i) the Lenders will arrange and coordinate each such visit through and with the Administrative Agent and (ii) so long as no Event of Default has occurred and is continuing, no more than two such visits and inspections shall be made during any fiscal year) and to discuss the business, operations, properties and financial and other condition of such entity the Borrowers and its their Subsidiaries with officers and employees of such entity the Borrowers and its their Subsidiaries and with its independent certified public accountants, in each case accountants (PROVIDED that any officers or employees of the Borrowers shall be permitted to be present at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records such discussions between representatives of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent any Lender and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists' independent certified public accountants). (b) At reasonable times during normal business hours and any time upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees request of the U.S. Administrative Agent, permit the Administrative Agent or any its professionals (including investment bankers, consultants, accountants, lawyers and appraisers appraisers) retained by the U.S. Administrative Agent) Agent to such Person’s premises, books, records, accounts conduct evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent or an appraiser retained by Borrowers' practices in the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% computation of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at assets included in the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and Borrowing Base, (iii) notwithstanding systems and procedures relating to the limitations set forth in preceding clauses (i) Borrowing Base items, and (iiiv) other related procedures deemed necessary by the Administrative Agent and pay the reasonable fees and expenses in connection therewith (including, without limitation, the fees and expenses associated with services performed by the Administrative Agent's collateral monitoring department); provided, all however, that the Administrative Agent shall not be entitled to conduct such Rental Fleet appraisals, inventory evaluations and appraisals and field examinations commenced at any time when more frequently than twice per year unless (x) an Event of Default has occurred and is continuing or Liquidity Event exists shall be at (y) the sole expense of Administrative Agent reasonably determines in consultation with the Borrowers that any material event or material change has occurred with respect to the Loan Parties. All amounts chargeable , their inventory practices or the performance of the Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Borrowers will permit the Administrative Agent to conduct such evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Credit Loans or Letters of Credit shall be outstanding or shall have been requested by any Borrower hereunder. (c) In connection with any evaluation and appraisal relating to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all computation of the applicable Collateral Borrowing Base, agree to maintain such additional reserves (for purposes of computing the Borrowing Base) in respect of Eligible Inventory and make such other adjustments to its parameters for including Eligible Inventory in the Borrowing Base as the Administrative Agent shall be payable require based upon the results of such evaluation and appraisal, provided that the Administrative Agent shall specify to the Agents hereunderBorrowers in writing the reasons for any such additional reserves or adjustments.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records (other than in respect of any Specified Proprietary & Confidential Information) and to discuss the business, operations, properties and financial and other condition of such entity and its Restricted Subsidiaries with officers and employees of such entity and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet Vehicles constituting Facility Assets that are accurate and complete in all material respects and shall furnish (without duplication) the Agents Administrative Agent with inventory reports respecting such Rental Fleet Vehicles in form and detail reasonably satisfactory to the Agents and Lenders Administrative Agent at such times as the Agents Administrative Agent may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries Borrowers will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts accounts, and Rental Fleet Vehicles constituting Facility Assets so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) of the Facility Assets as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesRestricted Subsidiary, no environmental assessment by the U.S. Administrative Collateral Agent may include any sampling or testing of the soil, surface water or groundwater. All The reasonable fees and out-of-pocket expenses of any such Rental Fleet appraisals, third party so engaged by the Administrative Agent incurred to conduct such field examinations and other verifications and evaluations shall be at the sole expense of paid by the Loan Parties; provided that (i) absent the existence and continuation of an Event of Default, such expenses shall not exceed $50,000 per year. In addition, prior to the consummation of a Puerto Ricancars Disposal Event, the Administrative Agent may or its agents shall be permitted to conduct additional collateral audits with respect to the Eligible PRUSVI Vehicles (including to confirm that the Eligible PRUSVI Vehicles are titled in the name of Puerto Ricancars or otherwise confirm ownership, to examine the registry of the Department of Transportation and Public Works of the Commonwealth in the Commonwealth of Puerto Rico and to examine financing statements filed in the commercial transactions registry of the Commonwealth of Puerto Rico State Department to confirm filings in the name of the PRUSVI Collateral Agent, in each case, to the extent applicable hereunder) and the reasonable fees and out-of-pocket expenses of any third party so engaged by the Administrative Agent shall be paid by the Loan Parties; provided that absent the existence and continuation of an Event of Default, such collateral audits at the expense of the Loan Parties shall be limited to no more than one (w1) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year year, and such expenses for such collateral audits with respect to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year Eligible PRUSVI Vehicles shall not exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties50,000 per year. All amounts chargeable to the applicable Borrowers under this subsection Section 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents Administrative Agent hereunder. (c) On or prior to June 30 of each year, commencing June 30, 2012, cause a nationally recognized firm of independent certified accountants (reasonably acceptable to the Administrative Agent, which may be the Parent Borrower’s accountants) to furnish a report to the Administrative Agent to the effect that such accountants have performed certain agreed upon procedures on a statistical sample of the certificates of title of the Eligible Vehicles designed to provide a ninety-five percent (95%) confidence level confirming that the Eligible Domestic Vehicles are titled in the name of the Parent Borrower and that, in the case of such Eligible Vehicles, the certificates of title thereof show a lien in the name of the Domestic Collateral Agent, with such exceptions thereto as shall be set forth in such report. The Parent Borrower shall be responsible for the reasonable cost of such report. (d) On or prior to June 30 of each year, commencing June 30, 2012, cause a nationally recognized firm of independent certified accountants (reasonably acceptable to the Administrative Agent, which may be the Parent Borrower’s accountants) to furnish a report to the Administrative Agent to the effect that such accountants have performed certain agreed upon procedures with respect to the calculations of (i) the Disposition Proceeds received by the applicable Borrower, from the sale or other disposition of all Eligible Risk Vehicles sold or otherwise disposed of during the calendar month ending immediately prior to such date, (ii) the respective Net Book Values of such Eligible Risk Vehicles as of such date of disposition and (iii) the Market Values of such Eligible Risk Vehicles as of such date of disposition. The Parent Borrower shall be responsible for the reasonable cost of such report.

Inspection of Property; Books and Records; Discussions. (a) Keep Borrower shall, and shall cause each Credit Party Entity to, permit any authorized representative(s) designated by the Administrative Agent to visit and inspect, whether by access to Credit Party Entities’ MIS or otherwise, any of the Property, to examine, audit, check and make copies of its respective financial and accounting records, books, journals, orders, Credit Agreement receipts and any correspondence (other than privileged correspondence with legal counsel) and other data relating to their respective businesses or the transactions contemplated hereby or referenced herein (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers, management personnel, and independent certified public accountants (in the presence, or with the consent of, a Financial Officer of Borrower or NMHG Holding), all upon reasonable written notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Each such visitation and inspection shall be at Borrower’s expense provided, however, that Collateral field examinations at Borrower’s expense may be conducted no more frequently than annually or at any time an Event of Default has occurred and is continuing. (b) Borrower shall keep and maintain, and cause each Credit Party Entity to keep and maintain, in all material respects on its MIS and otherwise proper books of records record and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business respective businesses and activities; , including, without limitation, transactions and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, other dealings with respect to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative AgentCollateral. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether If an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists has occurred and is continuing, only one Borrower, upon the Administrative Agent’s request, shall, and shall cause each Credit Party Entity to, turn over any such Inventory appraisal may be conducted records to the Administrative Agent or its representatives; provided, however, that Borrower may, in its discretion, retain copies of such records. (c) Borrower will, at all times from and after the Loan Parties’ expense date hereof, m▇▇▇ the original copy of all chattel paper with a legend describing the Administrative Agent’s security interest therein and shall take all other actions required by the applicable Security Agreements with respect to chattel paper, and Borrower will hold in any calendar yeartrust and safely keep such chattel paper so legended at locations which are either (i) and owned by Borrower or (ii) the U.S. Administrative Agent may conduct (or engage third parties leased by Borrower and with respect to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable which a Collateral and shall be payable to the Agents hereunderAccess Agreement has been executed.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and GAAP, all material Requirements of Law Law, including but not limited to, HMO Regulations and Insurance Regulations, and the terms hereof shall be made of all dealings and transactions in relation to its business and activities; and permit permit, upon reasonable notice, representatives of the U.S. Administrative Agent any Bank to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of such entity the Company and its Subsidiaries with officers and employees of such entity the Company and its Subsidiaries and with its independent certified public accountants. . Promptly give notice to the Agent and each Bank of: the occurrence of any Default or Event of Default; any (i) default or event of default under any Contractual Obligation of the Company or any of its Subsidiaries or (ii) litigation, in each case investigation or proceeding which exists at any reasonable timetime between the Company or any of its Subsidiaries and any Governmental Authority (including, upon reasonable noticewithout limitation, HMO Regulators and Insurance Regulators), which in either case, if not cured or if adversely determined, as often as the case may be, could reasonably be desired by expected to have a Material Adverse Effect; the Administrative Agent. Each Borrower shall keep records commencement of any litigation or proceeding or a material development or material change in any ongoing litigation or proceeding affecting the Company or any of its Rental Fleet that are accurate and complete in all material respects and shall furnish Subsidiaries as a result of which commencement, development or change the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory Company or one of its serialized Rental Fleet no less frequently than annually Subsidiaries could reasonably be expected to incur a liability (as a result of an adverse judgment or shall have ruling, settlement, incurrence of legal fees and expenses or otherwise) of $10,000,000 or more and not covered by insurance or in place a cycle counting (which material injunctive or perpetual verification) program designed to verify similar relief is sought; the physical existence of Rental Fleet following events, as soon as possible and in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or any event within 30 days after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that Company knows thereof: (i) the U.S. Administrative Agent occurrence or an appraiser retained by expected occurrence of any Reportable Event with respect to any Plan, or any withdrawal from, or the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at termination, Reorganization or Insolvency of any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and Multiemployer Plan or (ii) the U.S. Administrative Agent may conduct (institution of proceedings or engage third parties the taking of any other action by the PBGC or the Company or any Commonly Controlled Entity or any Multiemployer Plan with respect to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event existswithdrawal from, or if previously approved the terminating, Reorganization or Insolvency of, any Plan; a development or event which could reasonably be expected to have a Material Adverse Effect; the material non-compliance with any Requirement of Law or material Contractual Obligation, including, without limitation, HMO Regulations and Insurance Regulations, that is not currently being contested in good faith by appropriate proceedings; the Parent Borrower or one revocation of its Subsidiariesany material license, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing permit, authorization, certificate or, qualification of the soilCompany or any Subsidiary by any Governmental Authority, surface water including, without limitation, the HMO Regulators and Insurance Regulators; and any significant change in or groundwatermaterial additional restriction placed on the ability of a Significant Subsidiary to continue business as usual, including, without limitation, any such restriction prohibiting the payment to the Company of dividends by any Significant Subsidiary, by any Governmental Authority, including, without limitation, the HMO Regulators and Insurance Regulators. All such Rental Fleet appraisals, field examinations and other verifications and evaluations Each notice pursuant to this subsection shall be at the sole expense accompanied by a statement of a Responsible Officer setting forth details of the Loan Parties; provided that (i) occurrence referred to therein and stating what action the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year Company proposes to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereundertake with respect thereto.

Inspection of Property; Books and Records; Discussions. The Borrower shall permit any authorized representative(s) designated by the Administrative Agent to visit and inspect (aincluding the collection of samples) Keep proper any of the assets of the Borrower, to examine, audit, check and make copies of its financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to its business or the transactions contemplated by the Loan Documents (including in connection with environmental compliance, hazard or liability), and to discuss its affairs, finances and accounts with its officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. The visitations and/or inspections by or on behalf of the Administrative Agent shall be at the Borrower's expense; PROVIDED that unless an Event of Default shall have occurred and is continuing, the Borrower shall not be obligated for more than two (2) such visitations and/or inspections by or on behalf of the Administrative Agent during any Fiscal Year of the Borrower. The Borrower shall keep and maintain in all material respects complete and accurate books of records record and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; , including transactions and permit representatives other dealings with respect to the Collateral. If an Event of Default has occurred and is continuing and the Loans have been accelerated, the Borrower, upon the Administrative Agent's request, shall turn over any such records to the Administrative Agent or its representatives. If an Event of Default has occurred and is continuing and the Administrative Agent shall so request, the Borrower shall obtain an appraisal of the U.S. Administrative Agent Inventory from third-party appraisers acceptable to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower Any such appraisal shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory be delivered to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether Agent. If an Event of Default then exists. (b) At reasonable times during normal business hours has occurred and upon reasonable prior notice that is continuing and the U.S. Administrative Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) aboveshall so request, the Parent Borrower shall obtain appraisals of the Equipment and its Subsidiaries will grant access other assets from third-party appraisers acceptable to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Collateral Agent) to . Any such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations appraisals shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year delivered to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderAgent.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the OpCo Borrower, keep proper books of and records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the OpCo Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the OpCo Borrower and its Restricted Subsidiaries with officers and employees of such entity the OpCo Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by desired; provided that representatives of the Administrative AgentBorrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Rental Fleet that are accurate and complete Inventory in all material respects and shall furnish a manner to allow the Agents Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the OpCo Borrower will provide a summary inventory reports respecting such Rental Fleet report (based on its customary methodology and, in form and detail reasonably satisfactory substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the OpCo Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the Agents and contrary in Subsection 7.2(g) or in this Subsection 7.6, none of the Parent Borrower, the OpCo Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) in respect of which disclosure to the Administrative Agent or the Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verificationtheir respective representatives) program designed is prohibited by Law or any binding agreement or (ii) that is subject to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory attorney-client or program promptly after such physical inventory similar privilege or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsconstitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesRepresentative, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, The Administrative Agent may conduct one field examinations examination and other verifications and evaluations shall be at the sole expense one Inventory appraisal in each calendar year in each case for all of the Loan Parties each at the Loan Parties’ expense; provided that (i) that, the Administrative Agent may conduct at the expense Loan Parties’ expense, (x) up to two field examinations and one Inventory appraisal during calendar year 2014, (y) up to one field examination and one Inventory appraisal during each calendar year thereafter, and (z) up to one additional field examination and one additional Inventory appraisal in a calendar year if Excess Availability falls below 15.0% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during as the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiParties), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the Administrative Agent in writing to suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Borrower Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by desired; provided that representatives of the Administrative AgentParent Borrower may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Rental Fleet Inventory that are accurate and complete in all material respects and shall furnish the Agents Administrative Agent on an annual basis with a summary showing inventory reports respecting such Rental Fleet balance per site (and costing of inventory) or, if a Dominion Event has occurred and is continuing, more frequently as reasonably requested by the Administrative Agent, in form and detail reasonably satisfactory to substance substantially consistent with the Agents Parent Borrower’s past practice or in such other form and Lenders at such times substance as the Agents Administrative Agent may otherwise consent (such consent not to be unreasonably withheld) together with such supporting information (including count sheets) as the Administrative Agent shall reasonably request. Each Borrower shall, at such Borrowers’ the Borrower’s expense, conduct a physical inventory and costing of its serialized Rental Fleet no less frequently than annually Inventory on an annual basis substantially consistent with past practice or shall have in place a cycle counting such other manner as the Administrative Agent may otherwise consent (or perpetual verification) program designed such consent not to verify the physical existence of Rental Fleet in a manner that results be unreasonably withheld). The summary referred to in the verification of substantially the entire amount of the Rental Fleet over the course of a year and second preceding sentence shall provide to the Agents a report be based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existscosting. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesBorrower, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, The Administrative Agent may conduct one (1) field examinations examination and other verifications and evaluations shall be at the sole expense one (1) Inventory appraisal in each calendar year in each case for all of the Loan Parties each at the Loan Parties’ expense; provided that (i) that, the Administrative Agent may conduct (A) up to two (2) field examinations and two (2) Inventory appraisals in a calendar year if Excess Availability falls below 40% of Availability for ten (10) consecutive Business Days at any time in such calendar year and (B) up to three (3) field examinations and three (3) Inventory appraisals in a calendar year if Excess Availability falls below 12.5% of Availability for five (5) consecutive Business Days at any time in such calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default, the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiParties), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Parent Borrower may at any time, in its sole discretion, instruct the Administrative Agent in writing to suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Parent Borrower may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory in the Borrowing Base. (c) During the course of the above-described visits, inspections, examinations and discussions, representatives of the Administrative Agent and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively, “HIPAA”), or other confidential information relating to healthcare patients whether protected under HIPAA or otherwise (collectively, the “Confidential Healthcare Information”). The Parent Borrower or any Restricted Subsidiary shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure of Confidential Healthcare Information to representatives of the Administrative Agent or the Lenders for their “healthcare operations” purposes only to the extent permissible under applicable laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA and its “minimum necessary” provision. Unless otherwise required by law, the Administrative Agent, the Lenders and their respective representatives shall not require or perform any act that would cause the Parent Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent and the Co-Collateral Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet Inventory that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet Inventory in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet Inventory no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet Inventory in a manner that results in the verification of substantially the entire amount of the Rental Fleet Inventory over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent or the Co-Collateral Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Administrative Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent or the Co-Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent or the Co-Collateral Agent (including employees of the U.S. Administrative Agent or the Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent or the Co-Collateral Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent, Co-Collateral Agent or an appraiser retained by the U.S. Administrative Agent or the Co-Collateral Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent or the Co-Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent or the Co-Collateral Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesBorrower, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the existence and continuation of an Event of Default, the Administrative Agent and the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than one (w) three (31) such Rental Fleet appraisals for the calendar year unless a Dominion Event has occurred and is continuing or during any period commencing when 30-Day Specified Excess Availability is less than 20% of the period beginning on the Closing Date and ending on December 31, 2007, lesser of (x) following December 31total Commitments as then in effect and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) (the “Increased Monitoring Threshold”) for 90 consecutive days and ending when 30-Day Specified Excess Availability exceeds the Increased Monitoring Threshold for 30 consecutive days, 2007in which cases, two (2) such Rental Fleet appraisals in any calendar year to the extent that Administrative Agent and the average Available RCF Commitments for Co-Collateral Agent may conduct an additional appraisal at the twelve (12) month period immediately prior to expense of the commencement of any subsequent appraisal in Loan Parties during such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) absent the U.S. existence and continuation of an Event of Default, the Administrative Agent and the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than two one (21) such field examinations in any calendar year unless a Dominion Event has occurred and is continuing or during any period commencing when 30-Day Specified Excess Availability is less than 20% of the lesser of (x) total Commitments as then in effect and (iiiy) notwithstanding the limitations set forth Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) for 90 consecutive days and ending when 30-Day Specified Excess Availability exceeds the Increased Monitoring Threshold for 30 consecutive days, in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and which cases the Administrative Agent may conduct an additional field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be examination at the sole expense of the Loan PartiesParties during such calendar year. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of books, records and account accounts in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent any Purchaser to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and the Company and, its Subsidiaries with officers and employees of such entity the Company and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsdesired. (b) At any time at which any Senior Secured Notes are outstanding, upon the reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsrequest of any Purchaser or Purchasers holding Senior Secured Notes evidencing at least $5,000,000 of Indebtedness, independently of permit such Purchaser or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and Purchasers or its Subsidiaries will grant access to the U.S. Administrative Agent or their respective professionals (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers accountants and appraisers retained by the U.S. Administrative Agentappraisers) to such Person’s premises, books, records, accounts conduct evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent Company's Accounts and Inventory, and other related procedures deemed necessary by such Purchaser or an appraiser retained by Purchasers and pay the U.S. Administrative Agent may reasonable fees and expenses thereof in connection therewith; provided, however, that no such Purchaser or Purchasers shall be entitled to conduct such evaluations and appraisals more frequently than once per year unless (Ax) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and continuing or (ii) the U.S. Administrative Agent may conduct (or engage third parties to conducty) such field examinations, verifications Purchaser or Purchasers reasonably determine in consultation with the Company that a material event or material change has occurred with respect to the Company and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by their inventory practices or the U.S. Administrative Agent may include any sampling or testing performance of the soil, surface water Collateral and that as a result of such event or groundwater. All such Rental Fleet appraisals, field examinations change more frequent evaluations or appraisals are required to effectively monitor the Accounts and other verifications and evaluations shall be at the sole expense Inventory of the Loan Parties; provided that (i) Company, in which case the Administrative Agent Company will permit such Purchaser or Purchasers to conduct such evaluations and appraisals at such reasonable times and as often as may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderreasonably requested.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. Permit the Administrative Agent, through their authorized attorneys, accountants and representatives (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and at all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours following advance notice if no Default exists, upon the request of the Administrative Agent, to examine each Borrower’s and each of their Subsidiaries’ books, accounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, upon reasonable prior notice that the U.S. request of the Administrative Agent requestsAgent, independently to conduct full or partial collateral audits of the Accounts and Inventory of the Borrowers and their Subsidiaries and appraisals of all or in connection with a portion of the visits fixed assets (including Pipeline Systems and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access other Real Property to the U.S. Administrative Agent (including employees extent accompanied by a representative of the U.S. applicable Borrower or its applicable Subsidiary(ies), such accompaniment to take place at the reasonable request of the Administrative Agent or any consultantsLender, accountantsand subject to the terms of any applicable Easements) of the Borrowers and their Subsidiaries, lawyers such audits and appraisers retained appraisals to be completed by an appraiser as may be selected by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained and consented to by the U.S. Administrative Agent may Borrower (A) conduct a Rental Fleet appraisal such consent not to be unreasonably withheld), with all reasonable costs and (B) at any time when Eligible Inventory constitutes more than 5.0% expenses of such audits to be reimbursed by the Total Borrowing BaseBorrowers and their Subsidiaries, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) so long as the U.S. Administrative Agent may deem necessary or appropriate. Unless an no Event of Default or Liquidity Event Default exists, or if previously approved such audits shall be limited to once each Fiscal Year and the Borrowers shall not be required to reimburse the Administrative Agent for such audits more frequently than once each Fiscal Year; (c) during normal business hours and at their own risk and to the extent accompanied by a representative of the Parent applicable Borrower or one its applicable Subsidiary(ies), such accompaniment to take place at the reasonable request of the Administrative Agent or any Lender, and subject to the terms of any applicable Easements, to enter onto the Real Property and Easements owned or leased by any Borrower or any of its Subsidiaries to conduct inspections, investigations or other reviews of such Real Property and Easements; and (d) at reasonable times during normal business hours following advance notice and at reasonable intervals, to visit all of any Borrower’s and any of its Subsidiaries’ offices, no environmental assessment discuss each Borrower’s and its Subsidiaries’ respective financial matters with their respective officers, as applicable, and, by this provision, each Borrower authorizes, and will cause each of its Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the U.S. Administrative Agent may include finances and affairs of such Borrower and any sampling of its Subsidiaries and examine any of such Borrower’s and any of its Subsidiaries’ books, reports or testing of the soilrecords held by such accountants, surface water or groundwater. All such Rental Fleet appraisalssubject, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31in each case, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement policies and procedures of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default certified or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderchartered public accountants.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity accurate records of Inventory on a basis consistent with GAAP past practices of American Tire so as to permit comparison of Inventory records relating to different time periods, itemizing and all material Requirements describing the kind, type and quantity of Law shall be made Inventory and the applicable Borrower’s or Subsidiary’s cost thereof and a current price list for such Inventory, and keep complete and accurate records of all dealings and transactions in relation to its business and activities; and permit representatives other Collateral. The Borrowers will prepare a physical listing of all Inventory, wherever located, at least annually. In addition, the U.S. Administrative Agent to visit and inspect each Lender (by any of its properties and examine andtheir officers, employees or agents) shall have the right, to the extent reasonablethat the exercise of such right shall be within the control of a Borrower, at any time or times to: (a) visit the properties of the Borrowers and the Subsidiaries, inspect the Collateral and the other assets of the Borrowers and the Subsidiaries and inspect and make abstracts extracts from any of its the books and records of the Borrowers and to discuss the businessSubsidiaries, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its including management letters prepared by independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders during customary business hours at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours premises and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause to Borrowers (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists exists, in which event, no notice shall be required); (b) discuss the Borrowers’ and is continuingthe Subsidiaries’ business, only one such Inventory appraisal may be conducted at assets, liabilities, financial condition, results of operations and business prospects, insofar as the Loan Parties’ expense in any calendar year) and (ii) same are reasonably related to the U.S. rights of the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary Lenders hereunder or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include under any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that Documents, with the Borrowers’ and the Subsidiaries’ (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000principal officers, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year independent accountants, and (iii) notwithstanding any other Person (except that any such discussion with any third parties shall be conducted only in accordance with the limitations set forth Administrative Agent’s or such Lender’s standard operating procedures relating to the maintenance of the confidentiality of confidential information of Borrowers); and (c) verify the amount, quantity, value and condition of, or any other matter relating to, any of the Collateral and in preceding clauses this connection to review, audit and make extracts from all records and files related to any of the Collateral. The Borrowers will deliver to the Administrative Agent, upon the Administrative Agent’s request, any instrument necessary for it to obtain records from any service bureau maintaining records on behalf of the Borrowers or any Subsidiary (i) and (ii)it being understood that, all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when prior to an Event of Default Default, the Borrowers shall only be required to pay or Liquidity Event exists shall be at reimburse the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral Administrative Agent for 3 field exams and shall be payable to the Agents hereunder2 inventory appraisals per year).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of books, records and account accounts in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent any Lender to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its Subsidiaries with officers and employees of such entity the Borrower and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsdesired. (b) At any time upon the reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees request of the U.S. Administrative Agent, permit the Administrative Agent or any its professionals (including consultants, accountants, lawyers accountants and appraisers appraisers) retained by the U.S. Administrative Agent) Agent to such Person’s premises, books, records, accounts conduct evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent or an appraiser retained by Borrower's practices in the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% computation of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at assets included in the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and Borrowing Base, (iii) notwithstanding systems and procedures relating to the limitations set forth in preceding clauses (i) Borrowing Base items, and (iiiv) other related procedures deemed necessary by the Administrative Agent and pay the reasonable fees and expenses thereof in connection therewith (including, without limitation, the fees and expenses associated with services performed by the Administrative Agent's Specialized Due Diligence Department); provided, all however, that the Administrative Agent shall not be entitled to conduct such Rental Fleet appraisals, inventory evaluations and appraisals and field examinations commenced at any time when more frequently than once per year unless (x) an Event of Default has occurred and is continuing or Liquidity Event exists shall be at (y) the sole expense of Administrative Agent reasonably determines in consultation with the Borrower that any material event or material change has occurred with respect to the Loan Parties. All amounts chargeable , their inventory practices or the performance of the Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Borrower will permit the Administrative Agent to conduct such evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Credit Loans, Swing Line Loans or Letters of Credit shall be outstanding or shall have been requested by the Borrower hereunder. (c) In connection with any evaluation and appraisal relating to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all computation of the applicable Collateral Borrowing Base, agree to make such adjustments to its parameters for including Eligible 81 88 Inventory and Eligible Accounts Receivable in the Borrowing Base as the Administrative Agent shall be payable reasonably require based upon the results of such evaluation and appraisal, provided that the Administrative Agent shall specify to the Agents hereunderBorrower in writing the reasons for any such additional adjustments.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit . (b) Permit representatives of the U.S. Administrative Agent or employees of any Lender during normal business hours (i) to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records during regular business hours and as often as may reasonably be desired, but no more than twice per fiscal year so long as no Event of Default is outstanding, and (ii) to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries the Group Members with officers and employees of such entity and its Subsidiaries the Group Members and with its their independent certified public accountants, in each either case on reasonable prior notice and at the expense of the Administrative Agent or such Lender, provided that at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or time after the applicable program yearoccurrence and during the continuance of an Event of Default, as applicable, together with the reasonable costs and expenses of such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate Lender in and observe respect of any such physical inventory or cycle counting, which participation inspection shall be at the Borrowers’ expense regardless of whether an Event of Default then existsthe Borrower. (bc) At reasonable times during normal business hours and upon reasonable prior notice that Permit any representatives designated by the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base and such Person’s premises, books, records, accounts other assets and Rental Fleet so that (i) properties of the U.S. Loan Parties as the Administrative Agent or an appraiser retained by the U.S. Administrative Agent Required Revolving Credit Lenders may (A) conduct a Rental Fleet appraisal require, all upon reasonable prior notice during normal business hours and (B) at any time when Eligible Inventory constitutes as often as reasonably requested; provided that such evaluations shall not be conducted more often than 5.0% twice during each fiscal year of the Total Borrowing Base, an Inventory appraisal Borrower and such appraisals shall not be conducted more often than once during each fiscal year of the Borrower (provided that, unless exclusive in each case of any evaluations and appraisals conducted while an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at ). The Borrower shall pay the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations reasonable fees (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event reasonable and customary internally allocated fees of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one employees of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may as to which invoices have been furnished) and expenses of any such representatives retained by the Administrative Agent as to which invoices have been furnished to conduct at the expense of the Loan Parties no more than any such evaluation or appraisal (w) three (3) it being understood that all such Rental Fleet appraisals during the period beginning on the Closing Date reasonable fees and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals expenses described in any calendar year this sentence shall be in addition to the extent that collateral monitoring fee described in the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiFee Letter), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of books, records and account accounts in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business businesses and activities; and permit representatives permit, at any reasonable time and from time to time, with reasonable notice, each Credit Party will permit, except as prohibited by applicable law, any Investor or any agent or representative of any Investor to audit, examine and verify the U.S. Administrative Agent to visit assets of such Credit Party, examine and inspect any make copies of its properties and examine and, to the extent reasonable, make abstracts from any the records and books of its books account of, and records visit the properties of, each Credit Party, and to discuss the businessaffairs, operations, properties finances and financial and other condition accounts of such entity and each Credit Party with any of its Subsidiaries with officers and employees of such entity directors and its Subsidiaries and with its each Credit Party’s independent certified public accountants, and to discuss the status of Government Contracts of each Credit Party with the applicable contracting officers. The Investors agree to give the Credit Parties not fewer than three Business Days’ prior written notice of taking any action described in each case at any reasonable time, upon reasonable noticethe preceding sentence, and as often as may reasonably be desired by to obtain the Administrative Agent. Each Borrower shall keep records of its Rental Fleet Credit Parties’ permission prior to contacting the contracting officer under any Government Contract, provided that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether if an Event of Default then exists. (b) At reasonable times during normal business hours has occurred and upon reasonable is continuing, the Investors shall not be required to give such prior notice that or obtain such permission. The Credit Parties agree to reimburse the U.S. Administrative Agent requests, independently of or in connection with the visits Investors for all reasonable audit and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained examination expenses incurred by the U.S. Administrative Agent) Investors with respect to such Person’s premises, books, records, accounts each audit and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained examination of each Credit Party conducted by the U.S. Administrative Agent may Investors, provided that such reimbursements shall not be required more frequently than once per calendar year (Aplus one additional time with respect to each Permitted Acquisition) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided thatin which there are no Permitted Acquisitions, unless an Event of Default exists has occurred and is continuingcontinuing or is uncovered by such audit and examination, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by which case all of the applicable Collateral reasonable expenses of each audit and examination shall be payable to paid by the Agents hereunder.Credit

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which fullAt any reasonable time during normal business hours with prior notice, complete and correct entries in conformity with GAAP and all material Requirements of Law each Credit Party shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative any authorized representative(s) designated by any Agent to visit and inspect any of its properties and examine andassets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the extent reasonabletransactions contemplated by the Loan Documents (including in connection with environmental compliance, make abstracts from any of its books and records hazard, liability or insurance programs), and to discuss their affairs, finances and accounts with their officers and, so long as a Senior Officer of the businessCredit Parties is giving the opportunity to participate in such communications, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case . The visitations and/or inspections by or on behalf of any Agent shall be at any reasonable time, upon reasonable notice, the Credit Parties’ expense and as often as may reasonably be desired all costs and expenses incurred by the Administrative AgentAgent or the Collateral Agent in connection therewith shall constitute Expenses hereunder; provided that so long as no Event of Default is continuing, (i) the Credit Parties shall not be obligated to pay for more than such visitations and/or inspections in any twelve (12)-month period specified in SECTION 8.04(b) and 8.04(c) below and (ii) no Agent or representative thereof shall have access to conduct or require any sampling or testing of soil, groundwater or other environmental media, including pursuant to SECTION 8.04(b) and 8.04(c) below. Each Borrower Credit Party shall keep records of its Rental Fleet that are accurate and complete maintain in all material respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall furnish be made of all dealings and financial transactions and the Agents assets and business of such Credit Party in relation to their respective businesses and activities, including transactions and other dealings with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory respect to the Agents and Lenders at such times as the Agents may reasonably requestCollateral. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether If an Event of Default then existshas occurred and is continuing and the Loans have been accelerated, the Borrower, upon the Administrative Agent or Collateral Agent’s request, shall make copies of or turn over any such records to the Administrative Agent, the Collateral Agent or their representatives. (b) At Upon three (3) Business Days’ prior written notice to the Credit Parties, each Credit Party shall permit any authorized representatives of the Collateral Agent to conduct a field examination, at the Borrower’s expense, of any of the properties of such Credit Party, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsand, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access subject to the U.S. Administrative Agent proviso set forth below, as often as may be reasonably requested (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet a “Field Examination”); provided that so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an long as no Event of Default exists and is continuing, only one such Inventory appraisal may the Borrower shall not be conducted at obligated to pay the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event costs of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) field exams through the term of this Agreement. (c) Each Credit Party shall permit any authorized representatives of the Collateral Agent to conduct appraisals of the Inventory and/or Equipment of such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all Credit Party at such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Credit Party’s expense; provided that so long as no Event of Default or Liquidity Event exists is continuing, the Borrower shall not be at obligated to pay the sole expense costs of more than one (1) such Inventory appraisal through the Loan Parties. All amounts chargeable to term of this Agreement and one (1) such Equipment appraisal through the applicable Borrowers under term of this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderAgreement.

Inspection of Property; Books and Records; Discussions. The Company ------------------------------------------------------ shall permit, and cause each of the Subsidiary Borrowers and Subsidiary Obligors to permit, any authorized representative(s) designated by the Agent (atogether with an authorized representative of any Lender that may request to accompany such authorized representative of the Agent) Keep to visit and inspect any of the properties of the Company or any of the Subsidiary Borrowers and Subsidiary Obligors, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any non-privileged correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested; provided, however, that the Borrowers' and -------- ------- Subsidiary Obligors' obligation to reimburse the Agent for reasonable costs and expenses incurred in connection with such inspections shall be limited to no more than one (1) inspection during any twelve-month period if such inspections are conducted at a time when no Default or Unmatured Default shall have occurred and is continuing. So long as any Default or Unmatured Default shall have occurred and is continuing, and to the extent reasonably practicable, any such inspection with respect to a Borrower or Subsidiary Obligor will be coordinated with an Authorized Officer of the Company. The Company shall keep and maintain, and cause each of the Company's Subsidiaries to keep and maintain, in all material respects, proper books of records record and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law Agreement Accounting Principles shall be made of all dealings and transactions in relation to its business their respective businesses and activities; , including, without limitation, transactions and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, other dealings with respect to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative AgentCollateral. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct If a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists has occurred and is continuing, only one the Company, upon the Agent's request, shall turn over copies of any such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year records to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderits representatives.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (b) permit representatives and independent contractors of the U.S. Administrative Agent and any Lender to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records upon reasonable notice and at any reasonable time during normal business hours and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries the Group Members with officers officers, directors and employees of such entity and its Subsidiaries the Group Members and with its their independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent foregoing inspections, audits and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation field examinations shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. Borrower’s expense, and the charge therefor shall be $1,000 per person per day (b) At reasonable times during normal business hours and upon reasonable prior notice that or such higher amount as shall represent the U.S. Administrative Agent requests, independently of Agent’s then-current standard charge for the same or any third party expenses in connection with the visits performing such audit or field examination), plus reasonable and inspections provided for in clause documented out-of-pocket expenses. Such inspections, audits and field examinations shall not be undertaken more frequently than once every twelve (a12) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, months unless an Event of Default exists has occurred and is continuingcontinuing in which case such inspections, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) audits and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) occur as often as the Administrative Agent may conduct at shall determine is necessary. In the expense event the Borrower and the Administrative Agent schedule an audit more than ten (10) days in advance, and the Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to the Administrative Agent (without limiting any of the Loan Parties no more than (wAdministrative Agent’s rights or remedies) three (3) such Rental Fleet appraisals during then the period beginning on Borrower shall pay the Closing Date Administrative Agent a fee of $1,000 plus any reasonable and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year documented out-of-pocket expenses incurred by the Administrative Agent to compensate the extent that the average Available RCF Commitments Administrative Agent for the twelve (12) month period immediately prior to the commencement anticipated costs and expenses of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default cancellation or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderrescheduling.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ ' expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ ' expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s 's premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ ' expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such 129 calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (ai) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (ii) permit representatives of the U.S. Administrative Agent any Lender upon reasonable prior written notice to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records during the Borrower's normal business hours and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of such entity Holdings, the Borrower and its their respective Subsidiaries with officers and employees of Holdings, the Borrower and such entity and its Subsidiaries and with its their independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that The Borrower will permit any representatives designated by the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to conduct evaluations and appraisals of the Borrower's computation of the Borrowing Base and the assets included in the Borrowing Base and such Person’s premises, books, records, accounts other assets and Rental Fleet so that (i) other financial information and properties of the U.S. Administrative Agent or an appraiser retained by Borrower as the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal require, as often as reasonably requested by the Administrative Agent and (B) at any time when Eligible Inventory constitutes more than 5.0% with the consent of the Total Borrowing BaseBorrower, an Inventory appraisal such consent not to be unreasonably withheld; provided, however, that the Administrative Agent shall not be entitled to conduct such evaluations and appraisals more frequently than once per year unless (provided that, unless x) an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and continuing or (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (iy) the Administrative Agent may conduct at reasonably determines in consultation with the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year Borrower that a material event or material change has occurred with respect to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to , their inventory practices or the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all performance of the applicable Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Borrower will permit the Administrative Agent to conduct such evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Credit Loans, Incremental Revolving Credit Loans or Letters of Credit shall be payable outstanding or shall have been requested by the Borrower hereunder. The Borrower shall pay all fees, including internally allocated fees and expenses of employees of the Administrative Agent, and expenses as to which invoices have been furnished of any such representatives retained by the Agents hereunder.Administrative Agent to conduct any such evaluation or appraisal, including the reasonable fees and expenses associated with collateral monitoring services performed by the Collateral Agent Services Group of the

Inspection of Property; Books and Records; Discussions. The Borrower shall permit and cause each of the Borrower’s Subsidiaries to permit, any authorized representative(s) designated by either the Agent or any Lender to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (a) Keep including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. The Borrower shall keep and maintain, and cause each of the Borrower’s Subsidiaries to keep and maintain, in all material respects, proper books of records record and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law Agreement Accounting Principles shall be made of all dealings and transactions in relation to its business their respective businesses and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct If a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists has occurred and is continuing, only one the Borrower, upon the Agent’s request, shall provide copies of such Inventory appraisal records to the Agent or its representatives. The Borrower acknowledges that either Agent, after exercising its rights of inspection, may be conducted at prepare and distribute to the Loan PartiesLenders certain Reports pertaining to the Borrower and its Subsidiaries’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved assets for internal use by the Parent Agents and the Lenders. At any time after the occurrence and during the continuation of a Default, that the Agent requests, the Borrower or one of its Subsidiariesand the Subsidiaries will provide, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Borrower, such Agent may conduct at the expense with appraisals or updates thereof of the Loan Parties no more than (w) three (3) their inventory and other assets from an appraiser selected and engaged by such Rental Fleet appraisals during the period beginning Agent, and prepared on the Closing Date and ending on December 31a basis satisfactory to such Agent, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable updates to the include, without limitation, information required by applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral law and shall be payable to the Agents hereunderregulations.

Inspection of Property; Books and Records; Discussions. (ai) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (ii) permit representatives of any Lender (through the U.S. Administrative Agent Agent) upon reasonable prior written notice to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records during the Borrower's normal business hours and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of such entity Holdings, the Borrower and its their respective Subsidiaries with officers and employees of Holdings, the Borrower and such entity and its Subsidiaries and with its their independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At any time upon the reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees request of the U.S. Administrative Agent, permit the Administrative Agent or any professionals (including consultants, accountants, lawyers accountants and appraisers appraisers) retained by the U.S. Administrative Agent) Agent to such Person’s premises, books, records, accounts conduct evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent or an appraiser retained by Borrower's practices in the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% computation of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at assets included in the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and Borrowing Base, (iii) notwithstanding systems and procedures relating to the limitations set forth in preceding clauses (i) Borrowing Base items, and (iiiv) other related procedures deemed necessary by the Administrative Agent, and pay the reasonable fees and expenses thereof in connection therewith (including, without limitation, the fees and expenses associated with services performed by the Administrative Agent's Specialized Due Diligence Department and with respect to the weekly and monthly monitoring, the fees and expenses associated with services performed by the Administrative Agent's Collateral Monitoring Department); provided, all however, that the Administrative Agent shall not be entitled to conduct such Rental Fleet appraisals, inventory evaluations and appraisals and field examinations commenced at any time when more frequently than once per year unless (x) an Event of Default has occurred and is continuing or Liquidity Event exists shall be at (y) the sole expense of Administrative Agent reasonably determines in consultation with the Borrower that a material event or material change has occurred with respect to the Loan Parties. All amounts chargeable , their inventory practices or the performance of the Collateral and that as a result of such event or change more frequent evaluations or appraisals are required to effectively monitor the Borrowing Base, in which case the Borrower will permit the Administrative Agent to conduct such 77 72 evaluations and appraisals at such reasonable times and as often as may be reasonably requested, in each case so long as any Revolving Credit Loans or Letters of Credit shall be outstanding or shall have been requested by the Borrower hereunder. (c) In connection with any evaluation and appraisal relating to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all computation of the applicable Collateral Borrowing Base, agree to make such adjustments to its parameters for including Eligible Inventory and Eligible Accounts Receivable in the Borrowing Base as the Administrative Agent shall be payable reasonably require based upon the results of such evaluation and appraisal, provided that the Administrative Agent shall specify to the Agents hereunderBorrower in writing the reasons for any such additional adjustments.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation (or, with respect to its business and activities; and permit representatives Subsidiaries organized outside of the U.S. United States, the local accounting standards applicable to the relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with different local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be updated or revised from time to time and, for the avoidance of doubt, with any discretions, judgments and elections afforded by such local accounting standard, including any changes in the application of such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of changes between local accounting standards required by applicable law or regulation). (b) Permit representatives designated by the Administrative Agent Agent, the Ad Hoc Committee and/or the Ad Hoc Committee Advisors (in each case at the direction of Required Lenders) to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to discuss no more than one such visit per calendar year at each facility, and (ii) such visits by the Administrative Agent or its designee shall be at the Lenders’ expense, except in the case of the foregoing clauses (i) and (ii) during the continuance of an Event of Default). (c) Permit representatives designated by the Administrative Agent, the Ad Hoc Committee and/or the Ad Hoc Committee Advisors (in each case at the direction of Required Lenders) to have reasonable discussions regarding the business, operations, properties and financial and other condition of such entity the Borrower and its Subsidiaries with officers and employees of such entity the Borrower and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, notice and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, and upon reasonable prior notice that (iii) such discussions shall be limited to no more than once per calendar year except during the U.S. continuance of an Event of Default). (d) Permit representatives of the Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) aboveAgent, the Parent Ad Hoc Committee and/or the Ad Hoc Committee Advisors (in each case at the direction of Required Lenders) to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries will grant access with its independent certified public accountants to the U.S. Administrative Agent extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (including employees provided, that (i) a Responsible Officer of the U.S. Borrower shall be afforded the opportunity to be present during such discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or any of the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct Lender (or engage third parties to conducttheir respective representatives or contractors) such field examinationsis prohibited or restricted by Requirements of Law or any binding agreement or obligation, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses is subject to attorney-client or similar privilege or constitutes attorney work product or (iiv) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderconstitutes classified information.

Inspection of Property; Books and Records; Discussions. Permit the Administrative Agent and each Lender, through their authorized attorneys, accountants and representatives (a) Keep proper books of records and account in which full, complete and correct entries in conformity with GAAP and at all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and hours, upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees request of the U.S. Administrative Agent or any consultantssuch Lender, accountantsto examine each Credit Party’s and each Restricted Subsidiary’s books, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, booksaccounts, records, ledgers and assets and properties; (b) from time to time, during normal business hours, upon the request of the Administrative Agent, to conduct full or partial collateral audits of the accounts and Rental Fleet so that inventory of the Credit Parties and each of their Restricted Subsidiaries and appraisals of all or a portion of the fixed assets (iincluding real property) of the U.S. Credit Parties and their Restricted Subsidiaries, such audits and appraisals to be completed by an appraiser as may be selected by the Administrative Agent or an appraiser retained and consented to by the U.S. Administrative Agent may Borrowers (A) conduct a Rental Fleet appraisal such consent not to be unreasonably withheld), with all reasonable costs and (B) at any time when Eligible Inventory constitutes more than 5.0% expenses of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists such audits and is continuing, only one such Inventory appraisal may appraisals to be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved reimbursed by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Credit Parties; provided that (i) so long as no Event of Default exists, the Credit Parties shall not be required to reimburse the Administrative Agent may for such audits or appraisals; (c) during normal business hours, upon reasonable notice and at their own risk (and subject to all Contractual Obligations), to enter onto the real property owned or leased by any Credit Party or any Restricted Subsidiary to conduct at the expense non-physically intrusive inspections, investigations or other reviews of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 real property; and (zd) four (4) such Rental Fleet appraisals in any calendar year at reasonable times during normal business hours, upon reasonable notice and at reasonable intervals, to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by visit all of the applicable Collateral Credit Parties’ or Restricted Subsidiaries’ offices, discuss each Credit Party’s or Restricted Subsidiaries’ respective financial matters with their respective officers, as applicable, and, by this provision, the Borrowers authorize, and shall be payable will cause each of their respective Restricted Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the Agents hereunderfinances and affairs of any Credit Party or any Restricted Subsidiary and examine any of such Credit Party’s or Restricted Subsidiary’s books, reports or records held by such accountants, provided that a Responsible Officer is given the opportunity to participate in such discussions.

Inspection of Property; Books and Records; Discussions. Permit Agent and each Lender, through their authorized attorneys, accountants and representatives (a) Keep proper books to examine each Borrower's and each Subsidiary's books, accounts, records, ledgers and assets and properties of records every kind and account in which fulldescription wherever located at all reasonable times during normal business hours, complete upon oral or written request of Agent or such Lender; (b) at any time and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation from time to its business and activities; and permit representatives time, at the request of the U.S. Administrative Agent to visit and inspect any of its properties and examine andMajority Lenders, to the extent reasonable, make abstracts from any conduct full or partial collateral audits of its books and records and to discuss the business, operations, properties and financial and other condition of such entity each Borrower and its Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Lenders, with officers all reasonable costs and employees expenses of such entity audits to be reimbursed by Borrowers, provided, however, that except as provided in the following provisio, prior to the occurrence and continuance of any Default or Event of Default, the Borrowers shall only be required to reimburse the Agent for the reasonable costs and expenses of no more than one (1) such audit conducted in any year and provided further however that Borrowers shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or Event of Default; and provided further, that the Agent shall conduct an audit of the Accounts and Inventory of Holdings and its Subsidiaries at the Borrowers' sole cost and expense, to be commenced within 60 days of the Effective Date; and (c) permit Agent and each Lender or their authorized representatives, at reasonable times and intervals, to visit all of their respective offices, discuss their respective financial matters with its their respective officers and independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with and, by this provision, Borrowers authorize such supporting information as accountants to discuss the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent finances and the Canadian Collateral Agent may affairs of Borrowers and their Subsidiaries (provided that Borrowers are given an opportunity to participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar yeardiscussions) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one examine any of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations their books and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereundercorporate records.

Inspection of Property; Books and Records; Discussions. (a) Keep Toy Biz will, and will cause each of its Subsidiaries to, (i) keep proper books of accounts and records and account in which full, complete and correct entries in conformity with GAAP and in all material respects with all Requirements of Law shall be made of all dealings and transactions in relation to its business businesses and activities; activities and which shall permit the preparation of financial statements in conformity with GAAP and (ii) permit representatives of the U.S. Administrative Agent any Bank to visit and inspect any such of its properties as such Bank may request through the Administrative Agent and (during such visit or inspection, or otherwise upon request through the Administrative Agent) examine and, to the extent reasonable, and make abstracts from any such of its books and records as it may reasonably request at any reasonable time and as often as may reasonably be desired, and to discuss the business, operationscondition (financial or otherwise), performance, properties and financial and other condition prospects of such entity Toy Biz and its Subsidiaries with officers and employees of such entity Toy Biz and its Subsidiaries and with its then independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours Toy Biz will, and upon reasonable prior notice that will cause each of its Subsidiaries to, permit the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) aboveAgent, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent Lenders and/or professionals (including employees of the U.S. Administrative Agent or any including, without limitation, investment bankers, consultants, accountants, lawyers and appraisers appraisers) retained by the U.S. Administrative AgentAgent to conduct at any time and from time to time (upon reasonable advance notice to Toy Biz) to such Person’s premises, books, records, accounts evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent or an appraiser retained by practices of Toy Biz in computing the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) Base and (ii) the U.S. Administrative assets included in the Borrowing Base. Toy Biz shall pay, promptly upon receipt of an invoice therefor, the reasonable fees and expenses of the Agent may conduct (including, without limitation, the customary fees and any expenses of the Agent's Collateral Agent Services Group) in connection any such evaluations and appraisals; provided that, unless a Default or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event existshas occurred and is continuing, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include Toy Biz shall not be obligated to pay such fees and expenses with respect to (x) any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations evaluations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals conducted during the period beginning on the Closing Date from March 15, 1998 through June 30, 1998 and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year evaluations after June 30, 1998. In addition, Toy Biz shall pay, promptly upon receipt of an invoice therefor, the customary fees and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense expenses of the Loan Parties. All amounts chargeable Agent's Collateral Agent Services Group in evaluating and reviewing Borrowing Base Certificates delivered from time to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereundertime.

Inspection of Property; Books and Records; Discussions. (a) Keep proper Each Credit Party shall permit any authorized representative(s) designated by the Administrative Agent to visit and inspect (including the collection of samples) any of its assets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated by the Loan Documents (including in connection with environmental compliance, hazard or liability or insurance programs), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. The visitations and/or inspections by or on behalf of the Administrative Agent shall be at the Borrower’s expense; provided, that unless an Event of Default shall have occurred and is continuing, the Borrower shall not be obligated to pay for more than an aggregate of four (4) such visitations and/or inspections by or on behalf of the Administrative Agent during any fiscal year of the Borrower, it being understood and agreed that any annual meeting or similar such meeting with the Administrative Agent shall constitute a visitation under this Section 10.05. Each Credit Party shall keep and maintain in all material respects complete and accurate books of records record and account in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business their respective businesses and activities; , including transactions and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, other dealings with respect to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries with officers and employees of such entity and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative AgentCollateral. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether If an Event of Default then existshas occurred and is continuing and the Loans have been accelerated, the Borrower, upon the Administrative Agent’s request, shall turn over any such records to the Administrative Agent or its representatives. (b) At Each Credit Party shall permit, at the Borrower’s expense, any authorized representative of the Administrative Agent, including but not limited to third-party experts, actuaries, consultants, and accountants and appraisers, to conduct an examination of any of the properties, assets, operations and information systems of such Credit Party and its Subsidiaries, including its and their financial and accounting records, management and risk reports and consultant reports and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and business with its and their officers and certified public accountants, at such reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsand, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access subject to the U.S. Administrative Agent proviso set forth below, as often as may be reasonably requested (including employees of the U.S. Administrative Agent an “Examination”); provided, however, so long as no Default or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists has occurred and is continuing, only Administrative Agent shall be limited to one such Inventory appraisal may be conducted at the Loan Parties’ expense in any (1) Examination during each calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and in respect of all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, provided that representatives of the Parent Borrower may be present during any such visits, discussions and inspections and, provided further that (a) except during the continuation of an Event of Default, only one such visit shall be at the Parent Borrower’s expense, and (b) during the continuation of an Event of Default, the Administrative Agent and its representatives may do any of the foregoing as often as may be reasonably desired at the Parent Borrower’s expense. Notwithstanding anything to the contrary in this subsection 7.6, no Loan Party will be desired by required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually Agent or shall have in place a cycle counting any other Lender (or perpetual verificationtheir respective representatives) program designed is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory attorney client or program promptly after such physical inventory similar privilege or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsconstitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesBorrower, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, The Administrative Agent may conduct one (1) field examinations examination and other verifications and evaluations shall be at the sole expense one (1) Inventory appraisal in each calendar year in each case for all of the Loan Parties each at the Loan Parties’ expense; provided that (i) that, the Administrative Agent may conduct up to two (2) field examinations and two (2) Inventory appraisals in a calendar year if Specified Availability falls below 2015% of Availability for fiveten (510) consecutive Business Days at any time in such calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiParties), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations Obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Parent Borrower may at any time, in its sole discretion, instruct the Administrative Agent in writing to suspend the inclusion of any Eligible Inventory, Eligible In-Transit Inventory or Eligible Credit Card Receivables in the Borrowing Base and from and after any such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Parent Borrower may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory, Eligible In-Transit Inventory or Eligible Credit Card Receivables in the Borrowing Base. (c) The Qualified Loan Parties shall use commercially reasonable efforts to provide the Administrative Agent and its advisors and consultants with sufficient information and access to the Qualified Loan Parties and their respective assets to facilitate the completion of the initial field examination and inventory appraisal no later than the 90th day after the Closing Date (subject to extensions by the Administrative Agent in its reasonable discretion).

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation (or, with respect to its business and activities; and permit representatives Subsidiaries organized outside of the U.S. United States, the local accounting standards applicable to the relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with different local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be updated or revised from time to time and, for the avoidance of doubt, with any discretions, judgments and elections afforded by such local accounting standard, including any changes in the application of such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of changes between local accounting standards required by applicable law or regulation). (b) Permit representatives designated by the Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to discuss no more than one such visit per calendar year at each facility, and (ii) such visits by the Administrative Agent shall be at the Administrative Agent’s expense, except in the case of the foregoing clauses (i) and (ii) during the continuance of an Event of Default). (c) Permit representatives designated by the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of such entity the Borrower and its Restricted Subsidiaries with officers and employees of such entity the Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, notice and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, and upon reasonable prior notice that (iii) such discussions shall be limited to no more than once per calendar year except during the U.S. continuance of an Event of Default). (d) Permit representatives of the Administrative Agent requeststo have reasonable discussions regarding the business, independently operations, properties and financial and other condition of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries with its independent certified public accountants to the extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or any of the Restricted Subsidiaries will grant access be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 which disclosure to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct Lender (or engage third parties to conducttheir respective representatives or contractors) such field examinationsis prohibited or restricted by Requirements of Law or any binding agreement or obligation, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses is subject to attorney-client or similar privilege or constitutes attorney work product or (iiv) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderconstitutes classified information.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Co-Collateral Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records (other than in respect of any Specified Proprietary & Confidential Information) and to discuss the business, operations, properties and financial and other condition of such entity and its Restricted Subsidiaries with officers and employees of such entity and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agentdesired. Each Borrower shall keep records of its Rental Fleet Equipment and Service Vehicles that are accurate and complete in all material respects and shall furnish (without duplication) the Agents Co-Collateral Agent with inventory reports respecting such Rental Fleet Equipment and Service Vehicles, in form and detail reasonably satisfactory to the Agents and Lenders Co-Collateral Agent at such times as the Agents Co-Collateral Agent may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet Equipment and Service Vehicles no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet Equipment and Service Vehicles, in each case, in a manner that results in the verification of substantially the entire amount of the Rental Fleet Equipment and Service Vehicles over the course of a year and shall provide to the Agents Co-Collateral Agent a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Co-Collateral Agent shall reasonably requestrequest (without duplication). The U.S. Collateral Agent, the Canadian Collateral Agent and the Canadian Co-Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Co-Collateral Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its the Restricted Subsidiaries will grant access to the U.S. Administrative Co-Collateral Agent (including employees of the U.S. Administrative Collateral Agent, the Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Co-Collateral Agent) to such Person’s premises, books, records, accounts accounts, Rental Equipment and Rental Fleet Service Vehicles so that (i) the U.S. Administrative Co-Collateral Agent or an appraiser retained by the U.S. Administrative such Agent may (A) conduct a Rental Fleet Equipment and Service Vehicle appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Co-Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative such Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesRestricted Subsidiary, no environmental assessment by the U.S. Administrative Co-Collateral Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) absent the Administrative existence and continuation of an Event of Default or a Liquidity Event, the Co-Collateral Agent, collectively, may conduct at the expense of the Loan Parties no more than four (4) such appraisals in any calendar year; provided that such appraisals at the expense of the Loan Parties shall be limited to no more than two (2) in any calendar year to the extent the sum of (1) the average of the Available Loan Commitments for the twelve month period immediately prior to the date of calculating such average plus (2) the average of the Specified Suppressed Availability for such period plus (3) the average of the Unrestricted Specified Cash as at the end of each month in such period exceeds $500,000,000 and (ii) absent the existence and continuation of an Event of Default or a Liquidity Event, the Co-Collateral Agent may conduct at the expense of the Loan Parties no more than one (w) three (31) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals field examination in any calendar year to the extent that the sum of (1) the average of the Available RCF Loan Commitments for the twelve (12) month period immediately prior to the commencement date of any subsequent appraisal in calculating such calendar year exceed $300,000,000, average plus (y2) three the average of the Specified Suppressed Availability for such period plus (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for of the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct Unrestricted Specified Cash as at the expense end of the Loan Parties no more than two (2) each month for such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Partiesperiod exceeds $500,000,000. All amounts chargeable to the applicable Borrowers under this subsection Section 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents Co-Collateral Agent, as applicable, hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation (or, with respect to its business and activities; and permit representatives Subsidiaries organized outside of the U.S. United States, the local accounting standards applicable to the relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with different local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be updated or revised from time to time and, for the avoidance of doubt, with any discretions, judgments and elections afforded by such local accounting standard, including any changes in the application of such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of changes between local accounting standards required by applicable law or regulation). (b) Permit representatives designated by the Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to discuss no more than one such visit per calendar year at each facility, and (ii) such visits by the Administrative Agent or its designee shall be at the Administrative Agent’s expense, except in the case of the foregoing clauses (i) and (ii) during the continuance of an Event of Default). (c) Permit representatives designated by the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of such entity the Borrower and its Restricted Subsidiaries with officers and employees of such entity the Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, notice and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, and upon reasonable prior notice that (iii) such discussions shall be limited to no more than once per calendar year except during the U.S. continuance of an Event of Default). (d) Permit representatives of the Administrative Agent requeststo have reasonable discussions regarding the business, independently operations, properties and financial and other condition of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries with its independent certified public accountants to the extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or any of the Restricted Subsidiaries will grant access be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct Lender (or engage third parties to conducttheir respective representatives or contractors) such field examinationsis prohibited or restricted by Requirements of Law or any binding agreement or obligation, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses is subject to attorney-client or similar privilege or constitutes attorney work product or (iiv) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderconstitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, complete true and correct entries correct, in all material respects, in conformity with GAAP and all material Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities; , (b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal quarter at such time as may be agreed to by the Borrower and the Administrative Agent (provided that the requirements of this clause (b) shall be satisfied by the Borrower providing the Lenders with access to any earnings call for such fiscal quarter with the holders of the Capital Stock of Holdings) and (c) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of such entity Holdings, the Borrower and its the Borrower’s Subsidiaries with officers and employees of such entity Holdings, the Borrower and its the Borrower’s Subsidiaries and with its their independent certified public accountants, accountants (and the Borrower will be given the opportunity to participate in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together discussions with such supporting information as the U.S. Administrative Agent shall reasonably requestindependent certified accountants). The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any Any such physical inventory or cycle counting, which participation inspection shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts sole cost and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, expense unless an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted continuing at the Loan Parties’ expense time of such inspection, in any calendar year) and (ii) which event the U.S. Borrower shall reimburse the Administrative Agent may conduct (for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower and their respective Subsidiaries will be required to disclose, permit the inspection, examination or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary making copies or appropriate. Unless an Event of Default or Liquidity Event existsabstracts of, or if previously approved by the Parent Borrower discussion of, any document, information or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided matter that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the U.S. Administrative Agent may conduct at (or its representatives) is prohibited by any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the expense of Borrower shall attempt to obtain consent to such disclosure if requested by the Loan Parties no more than two (2Administrative Agent) such field examinations in any calendar year and or (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default is subject to attorney-client or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereundersimilar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, complete true and correct entries correct, in all material respects, in conformity with GAAP and all material Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities; , (b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal quarter at such time as may be agreed to by the Borrower and the Administrative Agent (provided that the requirements of this clause (b) shall be satisfied by the Borrower providing the Lenders with access to any earnings call for such fiscal quarter with the holders of the Capital Stock of the Borrower) and (c) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Administrative Agent may not have more than one visit per any twelve (12) month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its the Borrower’s Restricted Subsidiaries with officers and employees of such entity the Borrower and its the Borrower’s Restricted Subsidiaries and with its their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants) and to discuss matters relating to any Loan Party’s performance under the Loan Documents with any appropriate officers or employees of any Loan Party, in each case having knowledge of such matters. So long as no Event of Default has occurred and is continuing at any reasonable timethe time of such inspection, upon reasonable notice, and as often as may reasonably be desired the Borrower shall not bear the cost of more than one such inspection per calendar year by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting Agent (or perpetual verification) program designed to verify the physical existence of Rental Fleet its representatives); provided that in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each any event, no more than two such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation inspections shall be at the Borrowers’ expense regardless of whether an conducted in any calendar year if no Event of Default then exists. (b) At reasonable times during normal business hours has occurred and upon reasonable prior notice that is continuing. Notwithstanding anything to the U.S. Administrative Agent requestscontrary in this Section 5.6, independently none of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access be required to disclose, permit the U.S. Administrative Agent (including employees of the U.S. Administrative Agent inspection, examination or making copies or abstracts of, or discussion of, any consultantsdocument, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the U.S. Administrative Agent (or an appraiser retained its representatives) is prohibited by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% Requirement of the Total Borrowing Base, an Inventory appraisal Law or any binding agreement (provided that, unless an Event of Default exists and is continuingwith respect to any prohibition by any binding agreement, only one the Borrower shall attempt to obtain consent to such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or disclosure if previously approved requested by the Parent Borrower Administrative Agent) or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default is subject to attorney-client or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereundersimilar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, complete true and correct entries correct, in all material respects, in conformity with GAAP and all material Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities; , (b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal year at such time as may be agreed to by the Borrower and the Administrative Agent and (c) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but, the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default)), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of such entity Holdings, the Borrower and its their respective Subsidiaries with officers and employees of such entity Holdings, the Borrower and its their respective Subsidiaries and with its their independent certified public accountants, accountants (and the Borrower will be given the opportunity to participate in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together discussions with such supporting information as the U.S. Administrative Agent shall reasonably requestindependent certified accountants). The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any Any such physical inventory or cycle counting, which participation inspection shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts sole cost and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, expense unless an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted continuing at the Loan Parties’ expense time of such inspection, in any calendar year) and (ii) which event the U.S. Borrower shall reimburse the Administrative Agent may conduct (for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower and their respective Subsidiaries will be required to disclose, permit the inspection, examination or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary making copies or appropriate. Unless an Event of Default or Liquidity Event existsabstracts of, or if previously approved by the Parent Borrower discussion of, any document, information or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided matter that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the U.S. Administrative Agent may conduct at the expense (or its representatives) is prohibited by any Requirement of the Loan Parties no more than two (2) such field examinations in Law or any calendar year and binding agreement or (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default is subject to attorney-client or Liquidity Event exists shall be at the sole expense of the Loan Partiessimilar privilege or constitutes attorney work product. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.117

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of books, records and account accounts in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business businesses and activities; and permit representatives permit, at any reasonable time and from time to time, with reasonable notice, each Credit Party will permit, except as prohibited by applicable law, any Noteholder or any agent or representative of any Noteholder to audit, examine and verify the U.S. Administrative Agent to visit assets of such Credit Party, examine and inspect any make copies of its properties and examine and, to the extent reasonable, make abstracts from any the records and books of its books account of, and records visit the properties of, each Credit Party, and to discuss the businessaffairs, operations, properties finances and financial and other condition accounts of such entity and each Credit Party with any of its Subsidiaries with officers and employees directors and each Credit Party’s independent accountants. The Noteholders agree to give the Credit Parties not fewer than three Business Days’ prior written notice of such entity and its Subsidiaries and with its independent certified public accountants, in each case at taking any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results action described in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program yearpreceding sentence, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether provided that if an Event of Default then exists. (b) At reasonable times during normal business hours has occurred and upon reasonable is continuing, the Noteholders shall not be required to give such prior notice that or obtain such permission. The Credit Parties agree to reimburse the U.S. Administrative Agent requests, independently of or in connection with the visits Noteholders for all reasonable audit and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained examination expenses incurred by the U.S. Administrative Agent) Noteholders with respect to such Person’s premises, books, records, accounts each audit and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained examination of each Credit Party conducted by the U.S. Administrative Agent may Noteholders, provided that such reimbursements shall not be required more frequently than once per calendar year (Aplus one additional time with respect to each Permitted Acquisition) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided thatin which there are no Permitted Acquisitions, unless an Event of Default exists has occurred and is continuingcontinuing or is uncovered by such audit and examination, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by which case all of the applicable Collateral reasonable expenses of each audit and examination shall be payable paid by the Credit Parties. If a Noteholder uses employees or Affiliates to perform the audits, the Credit Parties’ reimbursement obligations shall be limited to the Agents hereunderreasonable and documented out-of-pocket expenses of the Noteholder that would have been paid to an independent auditing firm for such audits as reasonably determined by the Noteholder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account accounts in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation (or, with respect to its business and activities; and permit representatives Subsidiaries organized outside of the U.S. United States, the local accounting standards applicable to the relevant jurisdiction; provided, that, to the extent that any such Subsidiary is permitted to prepare financial statements in accordance with different local accounting standards, such Subsidiary shall continue to apply the local accounting standard applied as of the Closing Date (as such standard may be updated or revised from time to time and, for the avoidance of doubt, with any discretions, judgments and elections afforded by such local accounting standard, including any changes in the application of such discretions, judgments and elections as such Subsidiary shall determine) except to the extent of changes between local accounting standards required by applicable law or regulation). (b) Permit representatives designated by the Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) such visits shall be limited to discuss no more than one such visit per calendar year at each facility, and (ii) such visits by the Administrative Agent shall be at the Administrative Agent’s expense, except in the case of the foregoing clauses (i) and (ii) during the continuance of an Event of Default). (c) Permit representatives designated by the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of such entity the Borrower and its Restricted Subsidiaries with officers and employees of such entity the Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, notice and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, and upon reasonable prior notice that (iii) such discussions shall be limited to no more than once per calendar year except during the U.S. continuance of an Event of Default). (d) Permit representatives of the Administrative Agent requeststo have reasonable discussions regarding the business, independently operations, properties and financial and other condition of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries with its independent certified public accountants to the extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided, that (i) a Responsible Officer of the Borrower shall be afforded the opportunity to be present during such discussions and (ii) such discussions shall be limited to no more than once per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 6.6, none of the Borrower or any of the Restricted Subsidiaries will grant access be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct Lender (or engage third parties to conducttheir respective representatives or contractors) such field examinationsis prohibited or restricted by Requirements of Law or any binding agreement or obligation, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses is subject to attorney-client or similar privilege or constitutes attorney work product or (iiv) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderconstitutes classified information.

Inspection of Property; Books and Records; Discussions. (a) Keep In the case of the Borrower, keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Borrower and its Restricted Subsidiaries with officers and employees of such entity the Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet desired; provided that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount representatives of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent Borrower may participate in and observe be present during any such physical inventory or cycle countingvisits, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsdiscussions and inspections. (b) At reasonable times during normal business hours During the course of the above-described visits, inspections, examinations and upon reasonable prior notice that discussions, representatives of the U.S. Administrative Agent requestsand the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, independently of as amended (collectively, “HIPAA”), or in connection with the visits and inspections provided for in clause other confidential information relating to healthcare patients whether protected under HIPAA or otherwise (a) abovecollectively, the Parent “Confidential Healthcare Information”). The Borrower and its Subsidiaries will grant access or any Restricted Subsidiary shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure of Confidential Healthcare Information to the U.S. Administrative Agent (including employees representatives of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, Lenders for their “healthcare operations” purposes only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent permissible under applicable laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA and its “minimum necessary” provision. Unless otherwise required by law, the Administrative Agent, the Lenders and their respective representatives shall not require or perform any act that would cause the average Available RCF Commitments for Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the twelve (12) month period immediately prior to the commencement privacy rights of any subsequent appraisal in such calendar year exceed $300,000,000healthcare patients, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000including, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii)without limitation, all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderHIPAA.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of and records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice; provided that (a) except during the continuation of an Event of Default, only one such visit per year shall be at the Parent Borrower’s expense, and as often as may reasonably be desired by (b) during the continuation of an Event of Default, the Administrative AgentAgent or its representatives may do any of the foregoing at the Parent Borrower’s expense; and provided, further, that representatives of the Borrower Representative may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Rental Fleet that are accurate and complete Inventory in all material respects and shall furnish a manner to allow the Agents Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable request, the Parent Borrower will provide a summary inventory reports respecting such Rental Fleet report (based on its customary methodology and, in form and detail reasonably satisfactory substance, as prepared for its internal purposes) no more than once per year and at a time prepared by the Parent Borrower for its internal purposes in its ordinary course of business. Notwithstanding anything to the Agents and contrary in Subsection 7.2(g) or in this Subsection 7.6 or in any other provision of any Loan Document, none of the Parent Borrower or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verificationtheir respective representatives) program designed is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory attorney client or program promptly after such physical inventory similar privilege or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsconstitutes attorney work product. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Restricted Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet Inventory so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem reasonably necessary or appropriate, including evaluation of the Parent Borrower’s practices in the computation of the Borrowing Base. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesRepresentative, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All The Administrative Agent may conduct one field examination and one Inventory appraisal in any calendar year that Excess Availability has not been less than 12.510.0% of Availability for a period of 10 consecutive Business Days during such Rental Fleet appraisalscalendar year, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct in any calendar year, at the Loan Parties’ expense, up to two field examinations and two Inventory appraisals if Excess Availability falls below 12.510.0% of Availability for 10 consecutive Business Days at any time in such calendar year. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of any Event of Default the Administrative Agent may cause such additional field examinations and Inventory appraisals to be taken for each of the Loan Parties as the Administrative Agent in its reasonable discretion determines are necessary or appropriate (each, at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiParties), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection Subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder. Notwithstanding the foregoing, the Borrower Representative may at any time, in its sole discretion, instruct the Administrative Agent in writing to suspend the inclusion of any Eligible Inventory in the Borrowing Base and from and after any such suspension the Administrative Agent may not conduct any Inventory appraisals. Following any such suspension, at any time the Borrower Representative may instruct the Administrative Agent in writing to terminate such suspension period and include Eligible Inventory in the Borrowing Base on the conditions and terms set forth herein, provided that the Administrative Agent has the right to conduct an Inventory appraisal prior to including any Eligible Inventory in the Borrowing Base.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (b) upon reasonable notice (which may be telephonic notice), at all reasonable times and as often as the Administrative Agent may reasonably request, permit any authorized representative designated by the Administrative Agent, together with any authorized representatives of any Lender desiring to accompany the U.S. Administrative Agent Agent, to visit and inspect the Properties and financial records of the Borrower and its Subsidiaries and to make extracts from such financial records at the Administrative Agent's expense, and permit any authorized representative designated by the Administrative Agent (together with any accompanying representatives of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and Lender) to discuss the businessaffairs, operations, properties finances and financial and other condition of such entity the Borrower and its Subsidiaries with the appropriate Responsible Officer and such other officers as the Borrower shall deem appropriate and employees the Borrower's independent public accountants, as applicable. The Administrative Agent agrees that it shall schedule any meeting with any such independent public accountant through the Borrower, and a Responsible Officer of the Borrower shall have the right to be present at any such entity meeting. At the Borrower's expense, the Administrative Agent shall have the right to examine, up to three (3) times in each fiscal year of the Borrower prior to the occurrence of a Default or Event of Default (but as frequently as may be requested by the Administrative Agent at any time after a Default or Event of Default shall have occurred which has not been cured to the satisfaction of the Administrative Agent or waived in writing by the Administrative Agent and the Required Lenders) the existence and condition of the Receivables, books and records of the Borrower and its Subsidiaries and to review their compliance with the terms and conditions of this Agreement and the other Loan Documents, subject to governmental confidentiality requirements. The Administrative Agent shall also have the right to verify with any and all customers of the Borrower and any of its independent certified public accountantsSubsidiaries the existence and condition of the Receivables, in each case at any reasonable time, upon reasonable notice, and as often as the Administrative Agent may reasonably be desired require, without prior notice to or consent of the Borrower or any of its Subsidiaries; provided, however, that so long as no Default or Event of -------- ------- Default shall have occurred which has not been cured to the reasonable satisfaction of the Administrative Agent or waived in writing by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle countingRequired Lenders, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsagrees to limit the frequency of such verification as to any specific customer of the Borrower and any of its Subsidiaries to once per fiscal year of the Borrower, independently of or in connection with but only so long as the visits and inspections provided for in clause (a) above, total Receivables owing to the Parent Borrower and its Subsidiaries will grant access by such customer constitute less than five percent (5%) of the aggregate Receivables owing to the U.S. Administrative Agent Borrower and its Subsidiaries by all customers (including employees of it being understood that the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) 's right to verify with any customers exceeding such Person’s premises5% concentration limit shall be unlimited, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent whether or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at not any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Default or Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of books, records and account accounts in which full, complete and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the U.S. Administrative Agent any Purchaser to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity and the Company and, its Subsidiaries with officers and employees of such entity the Company and its Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsdesired. (b) At any time at which any Senior Secured Notes are outstanding, upon the reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsrequest of any Purchaser or Purchasers holding Senior Secured Notes evidencing at least $5,000,000 of Indebtedness, independently of permit such Purchaser or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and Purchasers or its Subsidiaries will grant access to the U.S. Administrative Agent or their respective professionals (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers accountants and appraisers retained by the U.S. Administrative Agentappraisers) to such Person’s premises, books, records, accounts conduct evaluations and Rental Fleet so that appraisals of (i) the U.S. Administrative Agent Company's Accounts and Inventory, and other related procedures deemed necessary by such Purchaser or an appraiser retained by Purchasers and pay the U.S. Administrative Agent may reasonable fees and expenses thereof in connection therewith; provided, however, that no such Purchaser or Purchasers shall be entitled to conduct such evaluations and appraisals more frequently than once per year unless (Ax) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and continuing or (ii) the U.S. Administrative Agent may conduct (or engage third parties to conducty) such field examinationsPurchaser or Purchasers reasonably determine in consultation with the Company that a material event or material change has occurred with respect to Holdings, verifications the Company and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by their inventory practices or the U.S. Administrative Agent may include any sampling or testing performance of the soil, surface water Collateral and that as a result of such event or groundwater. All such Rental Fleet appraisals, field examinations change more frequent evaluations or appraisals are required to effectively monitor the Accounts and other verifications and evaluations shall be at the sole expense Inventory of the Loan Parties; provided that (i) Company, in which case the Administrative Agent Company will permit such Purchaser or Purchasers to conduct such evaluations and appraisals at such reasonable times and as often as may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderreasonably requested.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit . (b) Permit representatives of the U.S. Administrative Agent or employees of any Lender during normal business hours (i) to visit and inspect any of its properties and examine and, to the extent reasonable, and make abstracts from any of its books and records during regular business hours and as often as may reasonably be desired, but no more than twice per fiscal year so long as no Event of Default is outstanding, and (ii) to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries the Group Members with officers and employees of such entity and its Subsidiaries the Group Members and with its their independent certified public accountants, in each either case on reasonable prior notice and at the expense of the Administrative Agent or such Lender, provided that at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or time after the applicable program yearoccurrence and during the continuance of an Event of Default, as applicable, together with the reasonable costs and expenses of such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate Lender in and observe respect of any such physical inventory or cycle counting, which participation inspection shall be at the Borrowers’ expense regardless of whether an Event of Default then existsthe Borrower. (bc) At reasonable times during normal business hours and upon reasonable prior notice that Permit any representatives designated by the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base and such Person’s premises, books, records, accounts other assets and Rental Fleet so that (i) properties of the U.S. Loan Parties as the Administrative Agent or an appraiser retained by the U.S. Administrative Agent Required Revolving Credit Lenders may (A) conduct a Rental Fleet appraisal require, all upon reasonable prior notice during normal business hours and (B) at any time when Eligible Inventory constitutes as often as reasonably requested; provided that such evaluations shall not be conducted more often than 5.0% once during each fiscal year of the Total Borrowing Base, an Inventory appraisal Borrower and such appraisals shall not be conducted more often than once during each fiscal year of the Borrower (provided that, unless exclusive in each case of any evaluations and appraisals conducted while an Event of Default exists has occurred and is continuing, only one ); provided further that during such Inventory appraisal may be conducted time that Revolving Credit Facility Availability is less than the greater of (a) the lesser of (i) 15% of the aggregate Revolving Credit Commitments at the Loan Parties’ expense in any calendar year) such time and (ii) 15% of the U.S. Borrowing Base at such time and (b) $82,500,000, the Revolving Administrative Agent may shall have the right to conduct (or engage third parties up to conduct) two such field examinations, verifications evaluations in any fiscal year of the Borrower and evaluations the right to conduct up to two such appraisals in any fiscal year of the Borrower. The Borrower shall pay the reasonable fees (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event reasonable and customary internally allocated fees of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one employees of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) the Administrative Agent may as to which invoices have been furnished) and expenses of any such representatives retained by the Administrative Agent as to which invoices have been furnished to conduct at the expense of the Loan Parties no more than any such evaluation or appraisal (w) three (3) it being understood that all such Rental Fleet appraisals during the period beginning on the Closing Date reasonable fees and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals expenses described in any calendar year this sentence shall be in addition to the extent that collateral agency fee described in the average Available RCF Commitments for the twelve (12) month period immediately prior Agent’s Fee Letter to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (iiwhich CGMI is a party), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunder.

Inspection of Property; Books and Records; Discussions. (ai) Keep In the case of the Parent Borrower, keep proper books of records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Borrower and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent and the Co-Collateral Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records (other than in respect of any Specified Proprietary & Confidential Information) and to discuss the business, operations, properties and financial and other condition of such entity the Parent Borrower and its Restricted Subsidiaries with officers and employees of such entity the Parent Borrower and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by desired; provided that representatives of the Administrative AgentParent Borrower may be present during any such visits, discussions and inspections. Each Borrower shall keep records of its Rental Fleet Equipment and Service Vehicles that are accurate and complete in all material respects and shall furnish (without duplication) the Agents Administrative Agent and the Co-Collateral Agent with inventory reports respecting such Rental Fleet Equipment and Service Vehicles, in form and detail reasonably satisfactory to the Agents Administrative Agent and Lenders the Co-Collateral Agent at such times as the Agents Administrative Agent and the Co-Collateral Agent may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requestsand the Co-Collateral Agent request, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its the Restricted Subsidiaries will grant access to the U.S. Administrative Agent and the Co-Collateral Agent (including employees of the U.S. Collateral Agent, the Administrative Agent, the Co-Collateral Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent and the Co-Collateral Agent) to such Person’s premises, books, records, accounts accounts, Rental Equipment and Rental Fleet Service Vehicles so that (i) the U.S. Administrative Agent, the Co-Collateral Agent or an appraiser retained by the U.S. Administrative any such Agent may (A) conduct a Rental Fleet Equipment and Service Vehicle appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent and the Co-Collateral Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative such Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Dominion Event exists, or if previously approved by the Parent Borrower or one of its SubsidiariesRestricted Subsidiary, no environmental assessment by the U.S. Administrative Agent or the Co-Collateral Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations and environmental assessments shall be made available to the Loan Parties and shall be at the their sole expense of the Loan Partiesexpense; provided that (i) absent the existence and continuation of an Event of Default or a Dominion Event, the Administrative Agent and the Co-Collateral Agent, collectively, may conduct at the expense of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year; provided that such appraisals at the expense of the Loan Parties shall be limited to no more than one (1) in any calendar year to the extent that the sum of (1) the average of the Available RCF Loan Commitments for the twelve (12) month period immediately prior to the commencement date of any subsequent appraisal calculating such average plus (2) the average of the Specified Unrestricted Cash as at the end of each month in such calendar year exceed period exceeds $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 500,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) absent the U.S. existence and continuation of an Event of Default or a Dominion Event, the Administrative Agent and the Co-Collateral Agent, collectively, may conduct at the expense of the Loan Parties no more than two (2) such field examinations and other verifications and evaluations in any calendar year; provided that such field examinations and other verifications and evaluations at the expense of the Loan Parties shall be limited to no more than one (1) in any calendar year and to the extent that the sum of (iii1) notwithstanding the limitations set forth in preceding clauses average of the Available Loan Commitments for the twelve month period immediately prior to the date of calculating such average plus (i2) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event the average of Default or Liquidity Event exists shall be Specified Unrestricted Cash as at the sole expense end of the Loan Partieseach month for such period exceeds $500,000,000. All amounts chargeable to the applicable Borrowers under this subsection Section 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents Administrative Agent and the Co-Collateral Agent, as applicable, hereunder. (c) Notwithstanding anything to the contrary in Section 7.2(f) or in this Section 7.6 or any other provision of the Loan Documents, none of the Parent Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of books, records and account accounts in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business businesses and activities; and permit representatives permit, at any reasonable time and from time to time, with reasonable notice, each Credit Party will permit, except as prohibited by applicable law, the Administrative Agent or any agent or representative of the U.S. Administrative Agent to visit audit, examine and inspect any verify the Collateral, examine and make copies of its properties and examine and, to the extent reasonable, make abstracts from any the records and books of its books account of, and records visit the properties of, each Credit Party, and to discuss the businessaffairs, operations, properties finances and financial and other condition accounts of such entity and each Credit Party with any of its Subsidiaries with officers and employees of such entity directors and its Subsidiaries and with its each Credit Party’s independent certified public accountants, and to discuss the status of Government Contracts of each Credit Party with the applicable contracting officers. Any Lender (or any agent or representative of the Lender) shall be permitted to accompany the Administrative Agent (or any agent or representative of the Administrative Agent) to any such visit and inspection. The Administrative Agent agrees to give the Credit Parties not fewer than three Business Days’ prior written notice of taking any action described in each case at any reasonable time, upon reasonable noticethe preceding sentence, and as often as may reasonably to obtain the Credit Parties’ permission prior to contacting the contracting officer under any Government Contract, provided that if an Event of Default has occurred and is continuing, the Administrative Agent shall not be desired required to give such prior notice or obtain such permission. The Credit Parties agree to reimburse the Administrative Agent for all reasonable audit and Collateral verification and examination expenses incurred by it with respect to each audit and Collateral verification of each Credit Party conducted by the Administrative Agent. Each Borrower , provided that such reimbursements shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less not be required more frequently than annually or shall have once per calendar year (plus one additional time with respect to each Permitted Acquisition) in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided thatthere are no Permitted Acquisitions, unless an Event of Default exists has occurred and is continuingcontinuing or is uncovered by such audit and Collateral verification, only one such Inventory appraisal may in which case all of the reasonable expenses of each audit and verification shall be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved paid by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwaterCredit Parties. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that (i) If the Administrative Agent may conduct at uses employees or Affiliates to perform the expense audits, the Credit Parties’ reimbursement obligations shall be limited to the reasonable and documented out-of-pocket expenses of the Loan Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at that would have been paid to an independent auditing firm for such audits as reasonably determined by the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderAdministrative Agent.

Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, complete true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; activities and (b) on three (3) Business Days’ notice (provided that no notice or mutual agreement of timing shall be required if an Event of Default has occurred and is continuing) and at times to be agreed (provided that the Borrower’s mutual agreement shall not be unreasonably conditioned, withheld or delayed) permit representatives representatives, agents and independent contractors of the U.S. Administrative Agent (who may be accompanied by any Lender) to visit and inspect any of its properties properties, Collateral and examine and, and make abstracts or copies (which may be provided to the extent reasonableLenders upon their request), make abstracts in each case from any of its books and records at any reasonable time and as often as may reasonably be desired during normal business hours and to discuss the business, operations, properties and financial and other condition of such entity and its Subsidiaries the Group Members with officers officers, directors and employees of such entity and its Subsidiaries and the Group Members and, so long as the Borrower is offered the opportunity to be present, with its their independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably ; provided that such inspections shall not be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less undertaken more frequently than annually or shall have in place a cycle counting once every twelve (or perpetual verification12) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may participate in and observe any such physical inventory or cycle counting, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then exists. (b) At reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of the Total Borrowing Base, an Inventory appraisal (provided that, months unless an Event of Default exists has occurred and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) . The foregoing inspections and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations audits shall be at the sole expense of Borrower’s expense, and the Loan Parties; provided that charge therefor shall be $1,000 per person per day (i) or such higher amount as shall represent the Administrative Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event the Borrower and the Administrative Agent may conduct at schedule an audit more than ten (10) days in advance, and the expense Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to the Administrative Agent (without limiting any of the Loan Parties no more than (wAdministrative Agent’s rights or remedies) three (3) such Rental Fleet appraisals during then the period beginning on Borrower shall pay the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in Administrative Agent a fee of $1,000 plus any calendar year out of pocket expenses incurred by the Administrative Agent to compensate the extent that the average Available RCF Commitments Administrative Agent for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 anticipated costs and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense expenses of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default cancellation or Liquidity Event exists shall be at the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents hereunderrescheduling.

Inspection of Property; Books and Records; Discussions. (a) (i) Keep proper books of and records and account in which full, complete and correct entries a manner to allow financial statements to be prepared in conformity with GAAP and consistently applied in respect of all material Requirements financial transactions and matters involving the material assets and business of Law shall be made of all dealings the Parent Guarantor and transactions in relation to its business and activitiesRestricted Subsidiaries, taken as a whole; and (ii) permit representatives of the U.S. Administrative Agent to visit and inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of its books and records and to discuss the business, operations, properties and financial and other condition of such entity the Parent Guarantor and its Restricted Subsidiaries with officers and employees of such entity the Parent Guarantor and its Restricted Subsidiaries and with its independent certified public accountants, in each case at any reasonable time, upon reasonable notice, and as often as may reasonably be desired by the Administrative Agent. Each Borrower shall keep records of its Rental Fleet desired; provided that are accurate and complete in all material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a cycle counting (or perpetual verification) program designed to verify the physical existence of Rental Fleet in a manner that results in the verification of substantially the entire amount representatives of the Rental Fleet over the course of a year and shall provide to the Agents a report based on each such physical inventory or program promptly after such physical inventory or after the applicable program year, as applicable, together with such supporting information as the U.S. Administrative Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent Parent Guarantor may participate in and observe be present during any such physical inventory or cycle countingvisits, which participation shall be at the Borrowers’ expense regardless of whether an Event of Default then existsdiscussions and inspections. (b) At Keep records of each Borrower’s Helicopter Equipment in a manner to allow the Borrowing Base Certificate to be prepared in accordance with this Agreement. Upon the Administrative Agent’s reasonable times during normal business hours and upon reasonable prior notice that the U.S. Administrative Agent requests, independently of or in connection with the visits and inspections provided for in clause (a) aboverequest, the Parent Borrower will provide a summary report (based on its customary methodology and, in form and substance, as prepared for its Subsidiaries will grant access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or any consultants, accountants, lawyers internal purposes) no more than once per year and appraisers retained at a time prepared by the U.S. Administrative AgentParent Borrower for its internal purposes in its ordinary course of business. (c) to such Person’s premisesDeliver one set of Appraisals in each calendar year at the Qualified Loan Parties’ expense; provided that, books, records, accounts and Rental Fleet so that (i) the U.S. Administrative Agent or an appraiser retained by the U.S. Administrative Agent may require to be delivered, at the Qualified Loan Parties’ expense, an additional set of two desktop appraisals in respect of Helicopter Equipment owned by the Qualified Loan Parties (Ax) conduct if in any calendar year Specified Availability is less than 10.0% of Availability for a Rental Fleet appraisal period of ten consecutive days; provided that the Administrative Agent may not require such additional set of appraisals if the most recently delivered set of appraisals were delivered within the previous six months, and (By) at any time when Eligible Inventory constitutes more than 5.0% during the continuation of the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’ expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan PartiesDefault; provided that (i) the Administrative Agent may conduct at not require an additional set of appraisals if the expense most recently delivered set of appraisals were delivered within the Loan Parties no more than (w) previous three (3) such Rental Fleet appraisals during the period beginning on the Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii) the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2) such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at the sole expense of the Loan Partiesmonths. All amounts chargeable to the applicable Borrowers under this subsection 7.6(bSubsection 7.6(c) shall constitute obligations that are secured by all of the applicable Collateral and shall be payable to the Agents Collateral Agent hereunder. Notwithstanding anything to the contrary in Subsection 7.2(g) or in this Subsection 7.6, none of the Parent Guarantor or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) in respect of which disclosure to the Administrative Agent, the Collateral Agent or the Lenders (or their respective representatives) is prohibited by Law or any binding agreement or (ii) that is subject to attorney-client or similar privilege or constitutes attorney work product.