Common use of Access to Certain Documentation and Information Regarding the Collateral; Audits Clause in Contracts

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Borrower and the Custodian shall provide to the Administrative Agent access to the Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge (but, with respect to the Custodian, at the expense of the Borrower) but only (i) upon two Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Borrower’s and Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the Borrower’s collection and administration of the Collateral in order to assess compliance by the Borrower with Article XI and may conduct an audit of the Collateral, and Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed within a reasonable period of time. (b) Without limiting the foregoing provisions of Section 13.04(a), from time to time on request of the Administrative Agent, the Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct a review of the -111- 34881204v6 110062879

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Borrower and the Custodian shall provide to the Administrative Agent access to the Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge (but, with respect to the Custodian, at the expense of the Borrower) but only (i) upon two Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Borrower’s and Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the Borrower’s collection and administration of the Collateral in order to assess compliance by the Borrower with Article XI and may conduct an audit of the Collateral, and Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed within a reasonable period of time. (b) Without limiting the foregoing provisions of Section 13.04(a), from time to time on request of the Administrative Agent, the Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct a review of the -111- 34881204v6 110062879Loan Documents and all other documentation regarding the Collateral. Such reviews shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Borrower Servicer and the Document Custodian shall provide to the Administrative Agent access to the Loan Related Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulationsApplicable Law, to review such documentation, such access being afforded without charge (but, with respect to the Document Custodian, at the expense of the Borrower) but only (i) upon two Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the BorrowerServicer’s and Document Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the BorrowerServicer’s collection and administration of the Collateral in order to assess compliance by the Borrower Servicer with Article XI and may conduct an audit of the Collateral, and Loan Related Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed within in a reasonable period of time. (b) Without limiting the foregoing provisions of Section 13.04(a14.10(a), from time to time on request of the Administrative Agent, the Document Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct a review of the -111- 34881204v6 110062879Related Documents and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.