Common use of Books, Records and Inspections Clause in Contracts

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan Parties. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereofthereof with, if no Event of Default has occurred and is continuing a representative of the Company present), and to examine and to photocopy extracts from (and, if an Event of Default has occurred and is continuing, such photocopies being at the expense of the Loan Parties, photocopy extracts from,) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities tangible assets of the Loan Parties, to perform appraisals of the equipment assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan Partiestheir assets. All such inspections or audits examinations by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits examinations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable prior notice (or at any time without notice if an Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment and other fixed assets of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections inspections, visits and appraisals or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of the financial statements required to be delivered pursuant to Sections 10.1.1 and 10.1.2 in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or any Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other Collateral. All Not more than one such inspections inspection or audits audit by the Administrative Agent during any Fiscal Year shall be at the Company’s expense, provided that so long as no expense except to the extent such inspection or audit occurs during the continuance of an Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal YearDefault.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender or the Administrative Agent or any representative thereof to inspect the offices, the properties and the operations of the Loan PartiesUTi Group Companies; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company each Loan Party hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, jointly and severally, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Partieseach UTi Group Company, to perform appraisals of the equipment of the Loan Partieseach UTi Group Company, conduct field audits and to inspect, audit, check and make copies of (at the expense of the Loan Parties, jointly and severally) and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any Collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expenseexpense of the Loan Parties, jointly and severally; provided that so long as no Unmatured Event of Default or Unmatured Event of Default exists, the Company Loan Parties shall not only be required to reimburse the Administrative Agent for inspections one inspection or audits more frequently than once audit of each Fiscal Yearof Worldwide and each Subsidiary per calendar year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary at any reasonable time and with reasonable notice; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereofthereof provided that the Company is given an opportunity to participate in such discussions), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts contracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or such audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; implement and maintain a cash management system reasonably acceptable to Agent; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that (i) so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year, and (ii) without limiting Agent’s rights under clause (i) of this Section 10.2, Agent may at the Company’s expense not later than October 31, 2010 conduct such audit or inspection in respect of the Company’s (and the applicable Loan Party’s) leasing portfolio and reasonably related operations.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits made more frequently than once twice each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, Keep its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permitpermit any Bank, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the each Loan PartiesParty; and permit, and cause each other Loan Party to permit, permit at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or Bank, the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company each Loan Party hereby authorizes such independent auditors to discuss such financial matters with any Lender or Bank, the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, permit the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the each Loan PartiesParty, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s Loan Parties’ expense, and at such times and in such frequency as the Agent may in its reasonable discretion determine; provided that so long as (i) no Event of Default or Unmatured Event of Default existsexists and (ii) such inspection is not at the request of a Bank becoming a party to this Agreement after the Closing Date, the Company Loan Parties shall not be required to reimburse charged for the Administrative Agent for costs of any such inspections or audits more frequently than once each Fiscal Yearannually.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company each Borrower hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent Lender shall be at the Company’s Borrowers’ expense, provided that so long as no Event of Default or Unmatured Event of Default exists, such inspections or audits shall only be conducted during normal business hours and the Company Borrowers shall not be required to reimburse the Administrative Agent Lender for inspections or audits more frequently than once twice each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits appraisals more frequently than once each Fiscal Year or for field audits more frequently than twice each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesParties at any reasonable time and with reasonable notice (provided no prior notice shall be required during the continuation of an Event of Default); and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrower hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesParties at any reasonable time and with reasonable notice (provided no prior notice shall be required during the continuation of an Event of Default), to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent Lender shall be at the CompanyBorrower’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company Borrower shall not be required to reimburse the Administrative Agent Lender for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities tangible assets of the Loan Parties, to perform appraisals of the equipment assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan Partiestheir assets. All such inspections or audits examinations by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits examinations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party of its Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party of its Subsidiaries to permit, any Lender or the Administrative Agent or any representative thereof to inspect the its properties and operations of the Loan Partiesoperations; and permit, and cause each other Loan Party of its Subsidiaries to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Partiesits expense, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party of its Subsidiaries to permit, the Administrative Agent and its representatives to inspect the facilities Collateral and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan PartiesCompany and its Subsidiaries, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets Collateral and their other assets, and, in each case solely for the purpose of confirming the Company’s compliance with this Agreement or evaluating the creditworthiness of the Loan PartiesCompany. All such Such inspections or audits examinations by the Administrative Agent described shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to pay and/or reimburse the Administrative Agent for inspections or audits examinations more frequently than once each Fiscal YearYear after the Closing Date.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable prior notice (or at any time without notice if an Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment and other fixed assets of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections appraisals or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesParties and LSV; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each of the Company and LSV hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesParties or LSV, as appropriate, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities tangible assets of the Loan PartiesParties and LSV, to perform appraisals of the equipment of the Loan PartiesParties and LSV, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesAccounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Yeartwice during any consecutive twelve month period.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent Lender shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent Lender for inspections or audits more frequently than once each Fiscal Year. Absent any Event of Default, any Unmatured Event of Default and any unforeseen circumstance, the Lender estimates the costs for such inspections or audits to be Fifteen Thousand and 00/100 Dollars ($15,000.00) in each instance.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s 's expense, ; provided that so long as no Event of Default or Unmatured Event of Default exists, shall have occurred and be continuing (i) there shall be no more than one (1) such inspection or audit per Fiscal Year and (ii) the maximum expense for which the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Yearresponsible shall be $25,000.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits a physical appraisal more frequently than once every two Fiscal Years, and a desktop appraisal more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts Receivable and any other collateral. All such inspections inspections, appraisals, or audits by the Administrative Agent shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits appraisals more frequently than once twice each Fiscal Yearcalendar year or for more than $10,000.00 per calendar year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, Company photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities of properties included in the Loan Parties, to perform appraisals of the equipment of the Loan PartiesBorrowing Base Pool, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of properties included in the Loan PartiesBorrowing Base Pool. All such inspections or audits by the Administrative Agent shall be at the Company’s expense's EXPENSE, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAPGAAP (except as set forth in Section 15.4); permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesParties upon reasonable notice and at a reasonable time; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent or any Lender and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent or Co-Lead Arranger shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any Lender (so long as such Lender’s visit or inspection is made concurrently with Administrative Agent) or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any Lender (so long as such Lender’s visit or inspection is made concurrently with Administrative Agent) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, ; provided that following the Closing Date and so long as no Event of Default or Unmatured Event of Default existshas occurred and is continuing, the Company Borrower shall not only be required to reimburse the Administrative Agent for the cost of (1) two inspections or audits more frequently than once each in any Fiscal YearYear and (ii) one appraisal in any Fiscal year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof, provided that the Company is given an opportunity to be present at such discussion), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrower hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent Lender shall be at the Company’s Borrower's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company Borrower shall not be required to reimburse the Administrative Agent Lender for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Collateral and other tangible assets of the Loan Parties, to perform appraisals of the equipment Collateral and other assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer 1377643.07 programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesCollateral and their other assets. All such inspections or audits examinations by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits examinations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and after and as long as an Event of Default continues the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect and/or audit the facilities Inventory and Accounts of the Loan Parties, Parties at a cost to perform appraisals of the equipment of the Loan Parties, Parties of not more than $50,000 per annum (subject to the final sentence of this Section 10.2) and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory and Accounts, all at the assets expense of the Loan PartiesAdministrative Agent (except as set out in this Agreement). All If an Event of Default or Default exists, all such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.”

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default existsexists and Lender declares all of the Loans to be immediately due and payable), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent Lender and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent Lender shall be at the Company’s expense, provided provided, however, that so long as no absent the existence of an Event of Default Default, such audits or Unmatured Event of Default exists, inspections shall occur no more frequently than two times per calendar year and the cost to the Company shall not be required to reimburse the Administrative Agent for inspections exceed $2,500 per audit or audits more frequently than once each Fiscal Yearinspection.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any ) Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other Collateral. All such inspections or audits by the Administrative Agent Lender shall be at the CompanyBorrower’s expense, ; provided that so long as no Default or Event of Default or Unmatured Event of Default existsexists and is continuing, the Company Borrower shall not be required to reimburse the Administrative Agent Lender for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and after and as long as an Event of Default continues the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other collateral, all at the assets expense of the Loan PartiesAdministrative Agent (except as set out in this Agreement). All If an Event of Default or Default exists, all such inspections or audits by the Administrative Agent shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform perform, after the occurrence and during the continuation of any Event of Default, appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, ; provided that so long as no Event of Default or Unmatured Event of Default exists, shall have occurred and be continuing (i) there shall be no more than one (1) such inspection or audit per Fiscal Year and (ii) the maximum expense for which the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Yearresponsible shall be $25,000.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan Partiesdata. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year. The Company shall send a written notification to its auditors informing them at each time the Company engages any auditors that it is the primary intent of the Company for the auditors’ accounting services to benefit or influence the Lenders and the Administrative Agent and shall take such other actions as may be requested by the Administrative Agent to permit the Administrative Agent and the Lenders to rely on Company’s annual audit.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Collateral and other tangible assets of the Loan Parties, to perform appraisals of the equipment Collateral and other assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesCollateral and their other assets. All such inspections or audits examinations by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits examinations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; implement and maintain a cash management system reasonably acceptable to the Lender; permit, and cause each other Loan Party to permit, any the Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any the Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any the Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent Lender and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent Lender shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent Lender for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan PartiesCollateral, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesCollateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrower hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the CompanyBorrower’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company Borrower shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense; provided, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other ------------------------------ Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent and Citibank or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent and Citibank or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and and, following an Event of Default, its independent auditors (and the Company Loan Parties hereby authorizes authorize such independent auditors to discuss such financial matters with any Lender or the Administrative Agent and Citibank or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and Citibank and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the each Loan PartiesParty. All such inspections or audits by the Administrative Agent and Citibank shall be at the Company’s Loan Parties' expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company Loan Parties shall not be required to reimburse the Administrative Agent or Citibank for inspections or audits more frequently than once twice each Fiscal YearYear in the aggregate.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; maintain, and cause each other Loan Party to maintain, such books and records in material conformity with all applicable requirements of any governmental agency or authority having regulatory jurisdiction over the Loan Parties; permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company Borrowers hereby authorizes authorize such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment and real estate of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesAccounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s Borrowers’ expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company Borrowers shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once twice each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits appraisals more frequently than once twice each Fiscal Yearcalendar year or for more than $10,000.00 per calendar year, with the pre-Closing Date inspection not counting against such limit for the current calender year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; implement and maintain a cash management system reasonably acceptable to Agent; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that (i) so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year, and (ii) without limiting Agent’s rights under clause (i) of this Section 10.2, Agent may at the Company’s expense not later than September 30, 2008 conduct such audit or inspection in respect of the Company’s (and the applicable Loan Party’s) leasing portfolio and reasonably related operations.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s Loan Parties’ expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company Loan Parties shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan Partiesdata. All such inspections or audits by the Administrative Agent shall be at the Company’s 's expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year. The Company shall send a written notification to its auditors informing them at each time the Company engages any auditors that it is the primary intent of the Company for the auditors' accounting services to benefit or influence the Lenders and the Administrative Agent and shall take such other actions as may be requested by the Administrative Agent to permit the Administrative Agent and the Lenders to rely on Company's annual audit.

Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the facilities Collateral and other tangible assets of the Loan Parties, to perform appraisals of the equipment Collateral and other assets of the Loan Parties, and to inspect, auditexamine, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesCollateral and their other assets. All such inspections or audits examinations by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to 1240807.08 reimburse the Administrative Agent for inspections or audits examinations more frequently than once each Fiscal Year.

Books, Records and Inspections. Keep, and cause each other Loan Party Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party Subsidiary to permit, any Lender Bank or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan PartiesCompany or such Subsidiary; and permit, and cause each other Loan Party Subsidiary to permit, at any reasonable time and with reasonable prior notice (or at any time without notice if an Event of Default exists), any Lender Bank or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender Bank or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan PartiesCompany or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party Subsidiary to permit, the Administrative Agent and its representatives to inspect the facilities Inventory and other tangible assets of the Loan PartiesCompany or such Subsidiary, to perform appraisals of the equipment and other fixed assets of the Loan PartiesCompany or such Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to the assets of the Loan PartiesInventory, Accounts Receivable and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured Event of Default exists, the Company shall not be required to reimburse the Administrative Agent for inspections inspections, visits and appraisals or audits more frequently than once each Fiscal Year.