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

Access to Collateral; Books and Records. At reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is needed), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At reasonable times, on five (5) Business Days’ written notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Borrowers’ Books, ; provided that Borrowers shall not be required to disclose any information that Borrowers reasonably deem to be subject to attorney-client privilege and any such inspection and audit shall be restricted in respect thereof. Such inspections and audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twelve (12) months (or more frequently as Bank in its reasonable discretion determines that conditions warrant) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, Borrowers’ expense and the charge therefor shall be $850 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower event, Borrowers and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels Borrowers cancel or seek to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower ) Borrowers shall pay Bank a fee of $1,000 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”. 5.8

Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on five one (51) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . The foregoing inspections and audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoingtwelve (12) months (or more frequently as Bank in its good faith business discretion determines that conditions warrant), there shall be no restriction on the number of audits if, at the time of the proposed audit, unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits audits, including, without limitation, the Initial Audit, shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($850 1,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000 1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. The Initial Audit shall be completed prior to the earlier of (i) the date that is one hundred twenty (120) days after the Effective Date; and (ii) prior to the Funding Date of an Advance request which will result in Seven Million Five Hundred Thousand Dollars ($7,500,000.00) or more of outstanding Advances on the Revolving Line.”

Access to Collateral; Books and Records. At reasonable times, on five one (51) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . Such inspections and audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoingyear unless (or more frequently as Bank in its sole discretion determines that conditions warrant), there unless an Event of Default has occurred and is continuing in which case such inspections shall occur as often as Bank shall determine is necessary; provided, Borrower shall not be required to reimburse Bank for more than one inspection or audit in any fiscal year so long as no restriction on the number of audits if, at the time of the proposed audit, an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($850 1,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. or remedies), ) Borrower shall pay Bank a fee of Two Thousand Dollars ($1,000 2,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At reasonable timesAllow Agent, and/or their agents and advisors, on five one (51) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that any Lender may, at its sole expense, accompany Agent and/or its agents and advisors on any such inspections or audits. Unless an Event of Default has occurred and is continuing, no such inspections or audits shall be conducted for so long as Borrower’s aggregate Cash is greater than or equal to Twenty Five Million Dollars ($25,000,000). At all times when Borrower’s aggregate Cash is less than Twenty Five Million Dollars ($25,000,000), such inspections or audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850 850) per person per day (or such higher amount as shall represent BankAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Agent schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days days’ written notice to BankAgent, then (without limiting any of BankAgent’s or Lenders’ rights or remedies), Borrower shall pay Bank Agent a fee of One Thousand Dollars ($1,000 1,000) if Agent requests such fee plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or reschedulingAgent.”

Access to Collateral; Books and Records. At In addition to the Initial Audit (which shall be completed by Bank on or before the date that is ninety (90) days after the Effective Date), allow Bank, or its agents, at reasonable times, on five three (53) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, Books (provided that such Borrower shall not be required to make available to Bank under this Section 6.10 information that is subject to attorney-client privilege or other information that Borrower is not permitted by statute, regulation or court order to disclose). Such inspections or audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twelve (12) months unless an Event of Default has occurred and is continuing. Borrower acknowledges and agrees that the first such audit shall occur on or prior to the date that is ninety (90) days after the Effective Date. The foregoing Initial Audit and the other inspections and audits contemplated in this Section 6.10 shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850 850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000 1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At Upon the Borrower failing to maintain the Minimum Balance, no later than ninety (90) days thereafter (or such later date as Bank shall determine, in its sole discretion), with no less than five (5) Business Days’ notice, Bank shall conduct an inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books. Thereafter, Borrower shall allow Bank, or its agents, at reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . Such inspections or audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoingtwelve (12) months (or more frequently as Bank shall determine conditions warrant, there provided that such inspections shall be limited to no restriction on the number of audits ifmore than four (4) times in any twelve (12) months), at the time of the proposed audit, unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 2,000.00 plus any reasonable and documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($850 1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000 1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower and Bank acknowledge and agree that the Initial Audit shall be completed prior to the date that is ninety (90) days after the Effective Date.”

Access to Collateral; Books and Records. At Allow Collateral Agent or any Lender, or their respective agents, at reasonable times, on five three (53) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . Such inspections or audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twelve (12) months unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Collateral Agent or any Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($850 1,000) per person per day (or such higher amount as shall represent BankCollateral Agent’s or such Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Collateral Agent and/or any Lender schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to BankCollateral Agent or such Lender, then (without limiting any of BankCollateral Agent’s or such Lender’s rights or remedies), Borrower shall pay Bank Collateral Agent and/or such Lender a fee of One Thousand Dollars ($1,000 1,000) plus any out-of-pocket expenses incurred by Bank Collateral Agent and/or such Lender to compensate Bank Collateral Agent and/or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At reasonable times, on five three (53) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . Such inspections or audits shall be conducted no more often frequently than once every fiscal four (4) times in any calendar year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($850 1,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, Borrower shall not be required to pay for more than two (2) such inspections and audits completed when no Event of Default exists during each calendar year. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000 1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted prior to the earlier to occur of (a) the date on which the first Advance is made to Borrower or (b) within ninety (90) days of the Effective Date. Bank and Borrower acknowledge and agree that each will use its best efforts to ensure that the first such audit is completed on or prior to September 30, 2017.”

Access to Collateral; Books and Records. At reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . Such inspections and audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, an Event of Default has occurred and is continuingas frequently as Bank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, provided that, Borrower shall not be required to pay for more than two (2) such inspections or audits completed while no Event of Default exists every twelve (12) months. For inspections and audits that are conducted at Borrower’s expense, the charge therefor shall be One Thousand Dollars ($850 1,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000 1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower acknowledges that the first such audit will occur within thirty (30) days of the Effective Date.”

Access to Collateral; Books and Records. At reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Subject to the last sentence of this Section 6.6, provided that such the foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, six (6) months unless an Event of Default has occurred and is continuingcontinuing or as Bank determines in its good faith business judgment that conditions warrant more frequent inspections or audits. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850 850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000 1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding anything else to the contrary contained in this Section 6.6, Bank’s right to inspect the Collateral and conduct its audits shall be no more than once every twelve (12) months if (a) the average principal balance of amounts outstanding under the Revolving Line do not exceed $750,000 in any month and (b) no Event of Default has occurred.”

Access to Collateral; Books and Records. At reasonable times, on five three (53) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . Such inspections and audits shall be conducted no more often than once twice every fiscal year. Notwithstanding the foregoingtwelve (12) months, there shall be no restriction on the number of audits if, at the time of the proposed audit, unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as more frequently as Bank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($850 1,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of Two Thousand Dollars ($1,000 2,000.00) plus any reasonable out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding the foregoing, Borrower hereby acknowledges and agrees that the Initial Audit will be conducted not later than ninety (90) days after the Effective Date; provided that to the extent the failure to complete such Initial Audit within such timeframe is not the fault of Borrower, then it shall not be an Event of Default.”

Access to Collateral; Books and Records. At In addition to the Initial Audit, at reasonable times, on five one (51) Business Days’ Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, Bank or its agents, representatives or third party contractors, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such audits inspect the Inventory and other tangible assets of Borrower, perform appraisals of the Inventory of Borrower, and to conduct field examinations. Each of the foregoing inspections, audits, exams and appraisals shall be conducted no more often than once every fiscal year. Notwithstanding the foregoingtwelve (12) months (or more frequently as Bank in its sole discretion determines that conditions warrant), there shall be no restriction on the number of audits if, at the time of the proposed audit, unless an Event of Default has occurred and is continuing. The foregoing continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections, audits, exams and appraisals (including, without limitation, the Initial Audit) shall be conducted at Borrower’s expense, expense and the charge therefor shall be One Thousand Dollars ($850 1,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of Two Thousand Dollars ($1,000 2,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At So long as an Event of Default has not occurred and is continuing, Bank, or its agents, shall have the right to annually inspect the Collateral and the right to annually audit and copy Borrower’s Books at reasonable times, on five (5) Business Days’ notice (provided that no such advance notice is shall be required if an Event after the occurrence and during the continuance of Default has occurred and is continuing and, absent an Event of Default); provided, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateralhowever, that such access at all times that Borrower is needed)a Net Borrower, Bank, or its agents, shall have the right to inspect the Collateral quarterly or as conditions may warrant and the right to audit and copy Borrower’s BooksBooks quarterly or as conditions may warrant, at reasonable times on three (3) Business Days’ notice (provided that no such audits advance notice shall be conducted no more often than once every fiscal year. Notwithstanding required after the foregoing, there shall be no restriction on occurrence and during the number continuance of audits if, at the time of the proposed audit, an Event of Default has occurred and is continuingDefault). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 750 per person per day (or or, during the continuance of an Event of Default, such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”. Borrower hereby acknowledges that the first such audit will be conducted within sixty (60) days after the execution of this Agreement

Access to Collateral; Books and Records. At reasonable times, on five three (53) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such . Such inspections or audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twice in each 12-month period unless an Event of Default has occurred and is continuing; provided that from and after the Eighth Loan Modification Effective Date, so long as no Event of Default has occurred and is continuing, such inspections and audits shall not be conducted until the earlier of (i) the first date on which there are outstanding Advances under the Revolving Line, or (ii) the date on which Borrower fails to maintain unrestricted cash and Cash Equivalents at Bank in an amount equal to or greater that Twenty Million Dollars ($20,000,000). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”” 5 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.9(d) thereof:

Access to Collateral; Books and Records. At Allow the Lender, or its agents, at reasonable times, on five three (53) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such any Books and Records. Such inspections or audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twelve (12) months unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as the Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($850 1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same)day, plus reasonable out-of-pocket expenses. In the event Borrower and Bank the Lender schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bankthe Lender, then (without limiting any of Bankthe Lender’s rights or remedies), Borrower shall pay Bank the Lender a fee of One Thousand Dollars ($1,000 1,000) plus any out-of-pocket expenses incurred by Bank the Lender to compensate Bank the Lender for the anticipated costs and expenses of the cancellation or rescheduling. Borrower shall also make reasonably available one or more employees or officers in Borrower’s finance department with knowledge of the Bi-Weekly Reports to discuss the Bi-Weekly Reports with the Lender upon request of the Lender.”

Access to Collateral; Books and Records. At Allow Collateral Agent and Lenders, or their agents, at reasonable times, on five three (53) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bankto visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its agentsaffairs, shall have the right finances and accounts with its directors, officers, and independent public accountants, and to inspect the Collateral and the right to audit and copy Borrower’s Books. Such visits, provided that such inspections or audits shall be conducted (x) within 45 days after the Effective Date and (y) thereafter, no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twelve (12) months unless an Event of Default has occurred and is continuingcontinuing or if Collateral Agent has determined in its reasonable but sole discretion that additional visits, inspections or audits are required. The foregoing visits, inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 850.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same)day, plus reasonable out-of-pocket expenses. In the event Borrower and Bank Collateral Agent or any Lender schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to BankCollateral Agent or any such Lender, then (without limiting any of BankCollateral Agent’s rights or remedies), Borrower shall pay Bank Collateral Agent or such Lender a fee of $1,000 1,000.00 plus any out-of-pocket expenses incurred by Bank Collateral Agent or such Lender to compensate Bank Collateral Agent or such Lender for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At reasonable times, on five one (51) Business Days’ Day’s notice (provided that no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), BankAgent, or its agents, shall have the right right, on an annual basis (or more frequently in Agent’s sole discretion after a Default or an Event of Default has occurred and is continuing), to inspect the Collateral and the right to audit and copy Borrower’s Books, provided that such audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent BankAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, that the cost of such inspections and audits will not exceed Fifteen Thousand Dollars ($15,000) in any twelve (12) month period (excluding the cost of inspections and audits conducted after the occurrence and during the continuance of an Event of Default) and such inspections and audits will not be conducted more frequently than once in any calendar quarter (unless a Default or an Event of Default has occurred and is continuing, in which case such inspections and audits may be conducted more frequently in Agent’s sole discretion). In the event Borrower and Bank Agent schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to BankAgent, then (without limiting any of BankAgent’s rights or remedies), Borrower shall pay Bank Agent a fee of $1,000 plus any out-of-pocket expenses incurred by Bank Agent to compensate Bank Agent for the anticipated costs and expenses of the cancellation or rescheduling.”

Access to Collateral; Books and Records. At reasonable times, on five (5) Business Days’ written notice (provided no notice is required if an Event of Default has occurred and is continuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is neededcontinuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Borrowers’ Books, ; provided that Borrowers shall not be required to disclose any information that Borrowers reasonably deem to be subject to attorney-client privilege and any such inspection and audit shall be restricted in respect thereof. Such inspections and audits shall be conducted no more often than once every fiscal year. Notwithstanding the foregoing, there shall be no restriction on the number of audits if, at the time of the proposed audit, twelve (12) months (or more frequently as Bank in its reasonable discretion determines that conditions warrant) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, Borrowers’ expense and the charge therefor shall be $850 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower event, Borrowers and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels Borrowers cancel or seek to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower ) Borrowers shall pay Bank a fee of $1,000 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”