Common use of Access Clause in Contracts

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower shall, and shall cause each Subsidiary of the Servicer Borrower to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenderspermit any agents, the Managing Agents, representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of their respective officersits properties, employees to examine its corporate, financial and agents access to its properties (including properties utilized in connection with the collectionoperating records, processing and make copies thereof or servicing of the Transferred Receivables)abstracts therefrom, facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its directors, officers, directors, employees, representatives or agents and independent public accountants (in each case, with those persons having knowledge of subject to such matters) and with its independent certified public accountants. If ’ customary procedures and provided the Borrower shall be entitled to participate in any discussions with the accountants upon reasonable advanced written notice to the Administrative Agent), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and, in all cases, subject to the confidentiality provisions set forth in Section 11.18 (i) Confidentiality; Fiduciary Duty); provided, however, that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s on behalf of the Lenders may exercise rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or of the Administrative Agent in good faith believes that and the Lenders under this Section 7.6 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Incipient Termination Event or a Termination of Default and only one such time shall be at the Borrower’s expense; provided, further, that, during an Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuingof Default, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and provide the upon reasonable advance notice. The Administrative Agent and any Managing Agent with access to the suppliers and customers of Lenders shall give the Borrower and the Servicer. The Borrower shall, and shall cause opportunity to participate in any discussions with the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerBorrower’s independent public accountants.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: (i) provide the LendersBuyer, the Managing AgentsServicer, the Administrative Agent and any of their respective officers, employees employees, agents and agents representatives access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator, (ii) permit the Lenders, the Managing AgentsBuyer, the Administrative Agent and the Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Originator’s books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and Administrative Agent, the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and Administrative Agent, the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If ; provided that any access described in clauses (i) – (iv) above shall be reasonably related to the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in transactions contemplated by the Related Documents and to the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) . If an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or Buyer, in good faith, notifies any Originator that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems its rights or interests in the Borrower shallTransferred Receivables insecure, and each such Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and shall provide Buyer, the Administrative Agent and any Managing Agent the Servicer with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Originator shall cause the Servicer to, make available to Buyer, the Administrative Agent and its the Servicer and their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator, that as Buyer, the Administrative Agent or the Servicer may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for the Administrative AgentBuyer, as the Administrative Agent or the Servicer, as they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower Each Credit Party that is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two 5 Business Days’ ' prior notice as frequently as the Administrative Agent reasonably determines to be appropriate: : (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of each Credit Party and to the Borrower Collateral, (iib) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its any Credit Party's books and records, including all Recordsexcluding any such records that are subject to patient confidentiality requirements, and (iiic) permit each of the LendersAgent, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents agents, to inspect, review review, evaluate and evaluate the Transferred Receivables make test verifications and the Borrower Collateral and (iv) permit each counts of the LendersAccounts, Inventory, Equipment and other Collateral of any Credit Party; provided, that activities described in this sentence (collectively, the Managing Agents "Audits and Inspections") shall be limited to no more than two per calendar year absent the Administrative Agent occurrence of an Event of Default; provided, further, that so long as no Event of Default has then occurred, the second Audit and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with Inspection conducted in any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantscalendar year shall be at Agent's expense. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have of Default has occurred and be continuingis continuing or if access is necessary to preserve or protect the Collateral as determined by Agent, then the Borrower shall, and each such Credit Party shall cause the Servicer to, at its own expense, provide such access to Agent and to each Lender at all times and without prior notice from the Administrative Agent or advance notice. Furthermore, so long as any Managing Event of Default has occurred and is continuing, Borrower shall provide Agent and provide the Administrative Agent and any Managing Agent each Lender with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Credit Party shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, records that the Administrative Agent may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Credit Party shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Credit Party, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Credit Party. Agent will give Lenders at least 5 days' prior written notice of regularly scheduled audits. Representatives of other Lenders may accompany Agent's representatives on regularly scheduled audits at no charge to Borrower.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expenseexpense (provided Borrower or Servicer shall only be required to pay for such visits and inspections of the various properties of the Servicer and the Borrower twice a calendar year so long as no Incipient Termination Event or a Termination Event shall have occurred and be continuing), during normal business hours, from time to time upon two three Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriatenotice: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Transaction Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) ; provided, that excluding any such visits and inspections during the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that occurrence and continuance of an Incipient Termination Event or a Termination Event, (x) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 7.05(b) and (y) the Administrative Agent on behalf of the Lenders may make up to four visits and inspections in any calendar year (which may, if a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have has occurred and be is continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from be as frequent as the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access determines to the suppliers and customers of the Borrower and the Servicerbe appropriate). The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower shall, and shall cause each Subsidiary of the Servicer Borrower to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, permit the Administrative Agent and the Lenders or any of their respective officersagents or representatives thereof, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing within two Business Days after written notification of the Transferred Receivables)same (except that during the continuance of an Event of Default, facilitiesno such notice shall be required) to, advisors (a) examine and employees (including officers) make copies of and to abstracts from the records and books of account of the Borrower Collateraland each Subsidiary of the Borrower, (iib) permit visit the Lenders, properties of the Managing Agents, Borrower and each Subsidiary of the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all RecordsBorrower, (iiic) permit each of discuss the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts of the Borrower and each Subsidiary of the Borrower with any of their respective officers or directors and (d) after prior written notice to the Borrower, communicate directly with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If accountants (i) including the Borrower’s Accountants); provided, however, that unless an Event of Default has occurred and is continuing, the Borrower shall only be obligated to pay the costs and expenses of the Administrative Agent incurred in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights connection with this Section 7.6 and such inspections or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that visits shall occur only once per year unless an Incipient Termination Event or a Termination of Default shall have occurred and be continuing. If an Event is imminent or (ii) an Incipient Termination Event or a Termination Event of Default shall have occurred and be continuing, then the Borrower shallshall authorize its certified public accountants (including the Borrower’s Accountants), and shall cause the Servicer tocertified public accountants of any Subsidiary of the Borrower, at its own expenseif any, provide such access at all times without prior notice from to disclose to the Administrative Agent or any Managing Agent Lender any and provide the Administrative Agent all financial statements and other information of any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agentkind, as the Administrative Agent or any Lender reasonably requests and that such accountants may from time have with respect to time requestthe business, to obtain records from any service bureau financial condition, results of operations or other Person that maintains records for affairs of the Borrower or any Subsidiary of the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerBorrower.

Access. The Borrower shall, shall (and shall cause the Servicer each of its Domestic Subsidiaries to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: ) (ia) provide access to the Agent (on behalf of the Lenders, the Managing Agents, the Administrative Agent ) and any of their respective its officers, employees employees, representatives, consultants and agents access agents, to its the properties (including properties utilized in connection with the collection, processing or servicing and facilities of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralor any of its Domestic Subsidiaries, (iib) permit the Agent (on behalf of the Lenders, the Managing Agents, the Administrative Agent ) and any of their respective its officers, employees employees, representatives, consultants and agents to inspect, audit and make extracts from all of the Borrower’s and its books and Domestic Subsidiaries’ records, including all Recordsfiles and books of account, (iiic) permit each the Agent (on behalf of the Lenders) or any representatives, consultants or agents of the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral Collateral, and (ivd) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible practicable under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local and foreign regulatory agencies, and other instruments and documents which the Agent may reasonably request in order to assure that the Borrower is in compliance with its obligations under the Loan Documents, to ascertain and/or verify the business, operations and condition (financial or otherwise) of the Borrower and/or to audit, inspect, verify, protect, preserve or otherwise deal with any of the Collateral; provided, that unless a Default or Event of Default has occurred and is continuing, or the Administrative Agent may request(acting in good faith) has reason to believe that a Default or Event of Default is imminent, such audits shall be upon reasonable notice and shall be conducted during normal business hours (it being understood and agreed that the Agent will make a good faith effort to schedule any such audits concurrently with audits under the analogous provisions of the Receivables Funding Documents). The Borrower shallagrees to render to the Agent and its representatives, consultants and agents at the Borrower’s cost and expense, such clerical and other assistance as may be reasonably requested in connection with the exercise of the Agent’s rights pursuant to the foregoing sentence. The Borrower shall cause the Servicer to, and the Servicer shall also deliver any document or instrument necessary for the Administrative Agent, Agent as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the Servicerits Domestic Subsidiaries, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs disks owned by the Borrower or Borrower. The Agent shall conduct a field examination of the ServicerBorrower, its books and records, and the Collateral at least twice per calendar year, unless Requisite Lenders shall otherwise agree.

Access. The Borrower Such Seller shall, and shall cause the Servicer to, at its own expense (provided that the Sellers shall only be required to pay for such visits and inspections of its properties twice a calendar year so long as no Incipient Termination Event or the Servicer’s own expensea Termination Event shall have occurred and be continuing), during normal business hours, from time to time upon two three Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriatenotice: (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives access to its properties (including properties of such Seller utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralof each Seller, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Seller’s books and records, including all RecordsRecords maintained by such Seller, (iii) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Seller, and (iv) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Seller’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Seller with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) accountants provided, that excluding any such visits and inspections during the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that occurrence and continuance of an Incipient Termination Event or a Termination Event, (x) only the Buyer and the Administrative Agent may exercise rights of the Buyer and its assigns under this Section 4.02(b) and (y) the Buyer and the Administrative Agent (as assignee of the Buyer) may make up to four visits and inspections in any calendar year (which may, if a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have has occurred and be is continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from be as frequent as the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access determines to the suppliers and customers of the Borrower and the Servicerbe appropriate). The Borrower shall, and Each Seller shall cause the Servicer to, make available to Buyer and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Seller, that as Buyer or the Administrative Agent Servicer may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Seller shall deliver any document or instrument necessary for Buyer or the Administrative AgentServicer, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Seller, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Seller.

Access. The Administrative Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as permit the Administrative Agent determines to be appropriate: (i) provide and the Lenders, the Managing Agents, Lenders accompanying the Administrative Agent and Agent), or any of their respective officersagents or representatives thereof, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing promptly after written notification of the Transferred Receivables)same (except that during the continuance of an Event of Default, facilities, advisors no such notice shall be required) during normal business hours to (a) examine and employees (including officers) make copies of and to abstracts from the records and books of account of the Administrative Borrower Collateraland each of its Subsidiaries and Joint Ventures, (iib) permit visit the Lenders, the Managing Agents, properties of the Administrative Agent Borrower and any each of their respective officers, employees its Subsidiaries and agents to inspect, audit and make extracts from its books and records, including all RecordsJoint Ventures, (iiic) permit each of discuss the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts of the Administrative Borrower and each of its Subsidiaries and Joint Ventures with any of their respective officers or directors and (d) communicate directly with any of the Administrative Borrower’s certified public accountants and other professionals retained by the Administrative Borrower, its officersSubsidiaries and Joint Ventures controlled or managed by any of them and hereby instructs (on behalf of itself, directors, employees, representatives its Subsidiaries and Joint Ventures controlled or agents managed by any of them) such accountants and other professionals to cooperate with and provide information to the Administrative Agent (in each case, with those persons having knowledge of other than any such matters) and with communication which is subject to attorney-client privilege or binding confidentiality agreements). The Administrative Borrower shall authorize its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access accountants to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available disclose to the Administrative Agent (and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shallto disclose to any Lender) during the continuance of an Event of Default of the type described in Section 8.1(a), (b) or (g) any and shall cause the Servicer to, all Financial Statements and the Servicer shall deliver other information of any document or instrument necessary for the Administrative Agent, kind as the Administrative Agent reasonably requests from the Administrative Borrower and that such accountants may from time have with respect to time requestthe business, to obtain records from any service bureau financial or other Person that maintains records for condition, assets, liabilities, results of operations or other affairs of the Administrative Borrower or the Servicer, any of its Subsidiaries and Joint Ventures. Provisions in this Section 6.8 with respect to Joint Ventures shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned apply to Joint Ventures managed by the Administrative Borrower or any of its Subsidiaries and in all other cases shall apply only to the Servicerextent of information received by the Administrative Borrower or any of its Subsidiaries from the applicable Joint Venture; provided that a representative of the Administrative Borrower shall be given the opportunity to be present for any communication with the Administrative Borrower’s independent public accountants.

Access. The Borrower shallFor so long as OEP owns at least 10% of the issued and outstanding Common Shares on a Fully Diluted Basis, and the Executive Shareholders shall cause the Servicer to, at Company and its or Subsidiaries to afford to OEP and its employees and other authorized representatives of OEP (the Servicer’s own expense“Representatives”), during normal business hours, from time access, upon reasonable advance notice, to time upon two Business Days’ prior notice all of the books, records and properties of the Company or its Subsidiaries, as frequently applicable, and to make copies of such records. Each of the Executive Shareholders shall also cause the Company and its Subsidiaries to cause employees, members of management and advisors to the Company and its Subsidiaries to provide, as requested by OEP or its Representatives, any and all information relating to the Administrative Agent determines to be appropriate: (i) provide the LendersCompany, the Managing Agents, the Administrative Agent its Subsidiaries and any of their respective officersoperations. Each of the Executive Shareholders shall cause the Company and its Subsidiaries to instruct its accounting firm and auditor to discuss such aspects of the financial condition of the Company or its Subsidiaries, employees as applicable, with OEP and agents access the Representatives as they may reasonably request, and to its properties consent to OEP and the Representatives inspecting, copying and making extracts from such financial statements, analyses, work papers and other documents and information (including properties utilized electronically stored documents and information) prepared with respect to the Company or its Subsidiaries, as applicable, as OEP or its Representatives may reasonably request, subject only to OEP executing access in form and substance satisfactory to such accounting firm or auditor (in their sole discretion). All cost and expenses incurred by OEP and the Representatives in connection with exercising the collectionright of access set forth in this paragraph shall be borne by OEP, processing and all out-of-pocket costs and expenses incurred by the Company or servicing its Subsidiaries, or their employees, members of management or advisors (including accounting firms and auditors), as applicable, in complying with any requests by OEP and the Representatives in connection with exercising such access rights shall be borne by the Company. For so long as OEP owns at least 10% of the Transferred Receivables)issued and outstanding Common Shares on a Fully Diluted Basis, facilitiesin addition to any vote required by the Articles of Incorporation or By-laws of the Company, advisors and employees (including officers) and to or by applicable law, so long as the Borrower CollateralBoard of Directors includes at least one OEP Director, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, Executive Shareholders agrees to cause the Managing Agents and matters set forth below to be carried out only after the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each approval of the LendersBoard of Directors, which approval must include the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any affirmative vote of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.least one OEP Director:

Access. The Each of the Borrower shall, and shall cause the Servicer toshall, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s 's rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then each of the Borrower shall, and shall cause the Servicer toshall, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Lenders or the Administrative Agent and any Managing Agent with access to the its suppliers and customers customers. Each of the Borrower and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Each of the Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer. For the avoidance of doubt, the Lenders and Administrative Agent and their respective officers, employees and agents shall only have the right to make environmental inspections once during any twelve (12) month period unless any Lender or the Administrative Agent has reason to believe that a condition exists or an event has occurred which could reasonably give rise to liability under environmental laws.

Access. The Borrower Seller shall, and shall cause the Servicer to, at its or the Servicer’s own expenseexpense (provided Seller or Servicer shall only be required to pay for such visits two (2) times a year so long as no Incipient Termination Event or a Termination Event shall have occurred and be continuing), during normal business hours, from time to time upon two one Business Days’ Day’s prior notice as frequently as the Administrative Purchaser Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Purchaser Agent and any of their its respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower CollateralSeller Assets, (ii) permit the Lenders, the Managing Agents, the Administrative Purchaser Agent and any of their its respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Purchaser Agent and their its respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral Seller Assets and (iv) permit each of the Lenders, the Managing Agents and the Administrative Purchaser Agent and their its respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directorsmanagers, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants). If (i) the Administrative Purchaser Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any LenderPurchaser’s rights or interests in the Transferred Receivables, the Borrower Seller Assigned Agreements or any other Borrower Collateral Seller Assets insecure or the Administrative Purchaser Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower Seller shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Purchaser Agent and provide the Administrative Agent and any Managing Purchaser Agent with access to the suppliers and customers of the Borrower Seller and the Servicer. The Borrower Seller shall, and shall cause the Servicer to, make available to the Administrative Purchaser Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Purchaser Agent may request. The Borrower Seller shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Purchaser Agent, as the Administrative Purchaser Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower Seller or the Servicer.

Access. The Borrower Each Loan Party shall upon reasonable notice permit such persons as the Administrative Agent or any Lender may designate to visit and inspect the Collateral or any other properties of such Loan Party, to examine its books and records and take copies and extracts therefrom and discuss its respective affairs with its officers and employees at such times and as often as the Administrative Agent may reasonably request (provided that any Responsible Officer of such Loan Party may, if it so chooses, be present at or participate in any such discussion). Each Loan Party hereby authorizes such officers and employees to discuss with the Administrative Agent or such Lenders the affairs of such Loan Party. Without limiting the foregoing, each Loan Party shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two five (5) Business Days’ ' prior notice as frequently as the Administrative Agent determines to be appropriatemay reasonably request: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access during normal business hours to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of such Loan Party and to the Borrower Collateral, (iib) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its such Loan Party's books and records, including all Records, records and (iiic) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents agents, to inspect, review review, evaluate and evaluate the Transferred Receivables make test verifications and the Borrower Collateral and (iv) permit each counts of the LendersAccounts, Equipment, Inventory and other Collateral of such Loan Party. If a Default or Event of Default shall have occurred and be continuing or if access is necessary to preserve or protect the Managing Agents and Collateral as determined by the Administrative Agent, each such Loan Party shall provide such access to the Administrative Agent and their respective officersto each Lender at all times and without advance notice. Furthermore, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with as long as any Event of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event Default shall have occurred and be continuing, then the Borrower shall, and each such Loan Party shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and (i) provide the Administrative Agent and any Managing Agent each Lender with access to the their suppliers and customers of the Borrower and the Servicer. The Borrower shallcustomers, and shall cause the Servicer to, (ii) make available to the Administrative Agent and its respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that records which the Administrative Agent may request. The Borrower shall, request and shall cause the Servicer to, and the Servicer shall (iii) deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the Servicer, and such Loan Party. Each Loan Party shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by such Loan Party. Any Lender or its representatives (other than any Person in the Borrower or Telecommunications Business), upon request by such Lender to the ServicerAdministrative Agent, may accompany the Administrative Agent on any such visit.

Access. The Borrower Each of Superior and each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice and as frequently as Buyer, the Servicer or the Administrative Agent determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties of Superior or such Originator, as the case may be, utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) of Superior and to the Borrower Collateraleach Originator, (ii) permit the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its Superior's or such Originator's books and records, including all RecordsRecords maintained by Superior or such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its Superior's or such Originator's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of Superior or such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallAdministrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems any Lender's rights or interests in the Transferred Receivables insecure, each of Superior and each Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer, the Servicer or the Administrative Agent with access to its suppliers and customers. Each of Superior and each Originator shall make available to Buyer, the Servicer or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by Superior or such Originator, that Buyer, the Servicer or the Administrative Agent may request. The Borrower shall, Each of Superior and shall cause the Servicer to, and the Servicer each Originator shall deliver any document or instrument necessary for Buyer, the Servicer or the Administrative Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Superior or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Superior or such Originator. For the Borrower avoidance of doubt, the Buyer, the Lenders and Administrative Agent and their respective officers, employees and agents shall only have the right to make environmental inspections once during any twelve (12) month period unless any Lender or the ServicerAdministrative Agent has reason to believe that a condition exists or an event has occurred which could reasonably give rise to liability under environmental laws.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, provide full access during normal business hours, from time to time upon two one (1) Business Days’ Day's prior notice as frequently as the Administrative Agent determines notice, to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees employees, designees, agents and representatives, as frequently as Agent determines, in its sole discretion, to be appropriate (unless a Default or Event of Default shall have occurred and be continuing, in which event Agent and its officers, employees, designees, agents and representatives shall have access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivablesat any and all times and without any notice), to the properties, facilities, books, records, suppliers, customers, advisors and employees (including officers) of Borrower and its Subsidiaries, to the Collateral and, either through Borrower Collateralor with Borrower present (unless a Default or Event of Default shall have occurred and be continuing, (ii) permit the Lenders, the Managing Agents, the Administrative in which event Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives designees, and agents shall have access directly without going through Borrower or agents having Borrower present), to the accountants (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) of Borrower and its Subsidiaries. Without limiting the generality of the foregoing, Borrower shall (i) permit Agent, and any Lender’s rights or interests in the Transferred Receivablesof its officers, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or employees, agents and representatives, to inspect, audit and make extracts from all of Borrower's and its Subsidiaries' records, files and books of account and (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shallpermit Agent, and shall cause any of its officers, employees, agents and representatives, to inspect, review and evaluate the Servicer toAccounts, Inventory and Borrower's and its Subsidiaries' books and other records, at Borrower's and its own expense, provide such access Subsidiaries' locations and at all times without prior notice from the Administrative Agent premises not owned by or leased to Borrower or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers Subsidiary of the Borrower. Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits and reports, business plans, files, financial statements (actual and pro forma), filings with federal, state, local and foreign regulatory agencies, and other instruments and documents which Agent may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or any Subsidiary of Borrower, and, if any of the Servicerrecords of Borrower or any Subsidiary of Borrower are maintained with any service bureau or other Person, and shall maintain duplicate records or supporting documentation on media, including on computer tapes and discs owned by Borrower. Borrower shall instruct its certified public accountants and its banking and other financial institutions to make available to Agent, and its officers, employees, agents and representatives, such information and records as Agent may from time to time reasonably request. Notwithstanding the foregoing, Borrower and its Subsidiaries shall not be required to make available to Agent, and its officers, employees, designees, agents and representatives, contracts or other agreements between Borrower or any of its Subsidiaries and another Person if (i) the Servicerdisclosure thereof would violate any government security clearance regulation applicable to such Person or destroy any attorney-client privilege that exists in connection with such information or (ii) such contract or other agreement contains a confidentiality provision prohibiting its provision to Agent, and its officers, employees, designees, agents and representatives; provided, that, Borrower and its Subsidiaries shall use their best efforts to obtain the consent of any other Persons party to any such contract or other agreement to the provision of such contract or other agreement to Agent, and its officers, employees, designees, agents and representatives; and, provided, further, that, in the event Borrower and its Subsidiaries are unable to obtain such consent, Borrower and its Subsidiaries shall provide Agent, and its officers, designees, agents and representatives, with copies of such contract or other agreement from which the confidential and privileged information has been redacted.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two five Business Days’ prior notice (or, if a Termination Event is continuing, one Business Day’s prior notice) as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and, if a Termination Event has occurred and is continuing with its independent certified public accountantsaccountants (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). If The Borrower’s shall not be required to pay or reimburse the costs of more than two (i2) any of the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests visitations described in the Transferred Receivables, the Borrower Assigned Agreements or immediately preceding sentence in any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a calendar year so long as no Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Each of Holdings and the Borrower shall, and Holdings shall cause the Servicer each of its Subsidiaries to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as permit (at the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, expense of the Administrative Agent and any the Lenders unless an Event of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event Default shall have occurred and be continuing) the Administrative Agent and the Lenders, then or any agents or representatives thereof, within five Business Days after written notification of the same (except that during the continuance of an Event of Default, no such notice shall be required) during normal business hours to (a) examine and make copies of and abstracts from the records and books of account of Holdings, the Borrower shalland each Subsidiary of Holdings, (b) visit the properties of Holdings, the Borrower and each Subsidiary of Holdings, (c) discuss the affairs, finances and accounts of Holdings, the Borrower and each Subsidiary of Holdings with any of their respective officers or directors and (d) communicate (as long as no Event of Default shall have occurred and be continuing in the presence of a Responsible Officer of Holdings or the Borrower) directly with any of its certified public accountants (including the Borrower's Accountants). Each of Holdings and the Borrower shall authorize its certified public accountants (including the Borrower's Accountants), and shall cause the Servicer tocertified public accountants of any Subsidiary of Holdings, at its own expenseif any, provide such access at all times without prior notice from to disclose in writing to the Administrative Agent or any Managing Agent Lender any and provide the Administrative Agent all financial statements and other information of any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agentkind, as the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in writing with a copy to Holdings and that such accountants may from time have with respect to time requestthe business, to obtain records from any service bureau financial condition, results of operations or other Person that maintains records for affairs of Holdings, the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicerany other Subsidiary of Holdings.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as Buyer, the Servicer or the Administrative Agent reasonably determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator, (ii) permit the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its such Originator’s books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallAdministrative Agent, and in good faith, believes that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems any Lender’s rights or interests in the Transferred Receivables insecure, each Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer, the Servicer or the Administrative Agent (upon its request) with information with respect to its suppliers and customers; provided, however, that unless the Administrative Agent determines that its rights in the Transferred Receivables would be otherwise impaired, the Administrative Agent shall deal with such customers and suppliers through the Servicer or any Managing Agent and provide the Originators. Each Originator shall make available to Buyer, the Servicer or the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is reasonably possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator, that the Buyer, the Servicer or the Administrative Agent may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer, the Servicer or the Administrative Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower Parent Guarantor and each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two five Business Days’ ' prior notice and as frequently as Buyer, any Servicer or the Administrative Agent determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, each Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Originator Collateral, (ii) permit the LendersBuyer, the Managing Agents, Servicers or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersBuyer, the Managing Agents and Servicers or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral other Originator Collateral, as applicable, and (iv) permit each of the LendersBuyer, the Managing Agents and Servicers or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its Parent Guarantor's or any Originator's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of Parent Guarantor and the Originators with any of its their respective officers, directors, and, so long as Buyer, the Servicers, or the Administrative Agent notifies Parent Guarantor or the applicable Originator, as the case may be, and gives Parent Guarantor or the applicable Originator the opportunity to participate in any such communications, with its employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) ), and, so long as Buyer, the Servicers, or the Administrative Agent notifies Parent Guarantor or the applicable Originator, as the case may be, and gives Parent Guarantor or the applicable Originator the opportunity to participate in any such communications, with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallAdministrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser's rights or interests in the Transferred Receivables or the Seller Collateral insecure, Parent Guarantor and each Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior notice from advance notice, each Originator shall provide Buyer, the Servicers or the Administrative Agent with access to its customers and, so long as Buyer, the Servicers, or any Managing the Administrative Agent notifies Parent Guarantor or the applicable Originator, as the case may be, and provide gives Parent Guarantor or the applicable Originator the opportunity to be present, to Parent Guarantor's or such Originator's suppliers. Parent Guarantor and each Originator shall make available to Buyer, the Servicers or the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that Buyer, the Servicers or the Administrative Agent may reasonably request. The Borrower shall, and shall cause the Servicer to, Parent Guarantor and the Servicer Originators shall deliver any document or instrument necessary for Buyer, the Servicers or the Administrative Agent, as the Administrative Agent they may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for Parent Guarantor and the Borrower or the ServicerOriginators, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Parent Guarantor and the Borrower or the ServicerOriginators.

Access. The Borrower Each Loan Party shall, and shall cause the Servicer each of its Subsidiaries to, at from time to time permit the Administrative Agent and the Lenders, or any agents or representatives thereof, within 2 Business Days after written notification of the same (except that during the continuance of an Event of Default, no such notice shall be required) to (a) examine and make copies of and abstracts from the records and books of account of the Borrower and each Subsidiary of the Borrower, (b) visit the properties of the Borrower and each Subsidiary of the Borrower, (c) discuss the affairs, finances and accounts of the Borrower and each Subsidiary of the Borrower with any of their respective officers or directors, (d) communicate directly with any of its certified public accountants (including the Borrower’s Accountants), provided that in the case of clause (d), so long as no Default or Event of Default has occurred and is continuing, a Responsible Officer of the Servicer’s own expenseBorrower or such Subsidiary shall be invited to participate in such communication (but the participation or attendance of such Responsible Officer shall not be required) and (e) provide to the Administrative Agent and the Lenders (or, in each case, any of their respective representatives, advisors or independent contractors) access to information (including historical information) and personnel, including, without limitation, regularly scheduled meetings with senior management and other advisors to the Borrower and its Subsidiaries, in each case during normal business hours, and provide to access to all information any that the Administrative Agent or its financial advisor shall reasonably request in good faith from time to time upon two Business Days’ prior notice time, provided that so long as frequently as no Default or Event of Default has occurred and is continuing, the Borrower shall reimburse the expenses of the Administrative Agent determines related to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent such visit no more than two times in any twelve month period. The Borrower and any of their respective officers, employees and agents access to its properties Subsidiaries shall authorize its certified public accountants (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officersBorrower’s Accountants) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents disclose to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent Lender any and provide the Administrative Agent all financial statements and other information of any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agentkind, as the Administrative Agent or any Lender reasonably requests and that such accountants may from time have with respect to time requestthe business, to obtain records from any service bureau financial condition, results of operations or other Person that maintains records for affairs of the Borrower or any Subsidiary of the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerBorrower.

Access. The Borrower Seller shall, and shall cause the Servicer to, at its or the Servicer’s own expenseexpense (provided Seller or Servicer shall only be required to pay for such visits three (3) times a year so long as no Incipient Termination Event or a Termination Event shall have occurred and be continuing), during normal business hours, from time to time upon two three Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents Purchasers and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the Lenders, the Managing Agents Purchasers and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and is continuing or the Administrative Agent notifies Seller that, in good faith, it believes that a Termination Event may have occurred and may be continuing, then the Borrower Seller shall, and shall cause the Servicer to, at its own expense, (A) provide such access at all times during normal business hours without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shallAgent, and shall cause the Servicer to, (B) make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, reasonably request and shall cause the Servicer to, and the Servicer shall (C) deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower Seller or the Servicer.

Access. The Borrower shall, Each of the Seller and shall cause the Servicer toshall, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the LendersPurchasers, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the LendersPurchasers, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, Purchasers or the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the Lenders, Purchasers or the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchasers' rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then each of the Borrower Seller and the Servicer shall, WNC Receivables, LLC Receivables Purchase and shall cause the Servicer to, Servicing Agreement at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Purchasers or the Agent with access to the its suppliers and customers customers. Each of the Borrower Seller and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause Each of the Servicer to, Seller and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs disks owned by the Borrower Seller or the Servicer.

Access. The Borrower shall, and Each member of the Parent Group shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two not less than five (5) Business Days’ Day's prior notice and as frequently as Buyer, the Servicer, the Receivables Purchaser or the Administrative Agent determines to be appropriate: (i) provide the LendersBuyer, the Managing AgentsServicer, the Receivables Purchaser or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Originator Sold Receivables and the Originator Contributed Receivables), facilities, advisors and employees (including officers) and to the Borrower Originator Collateral, (ii) permit the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Originator Sold Receivables and the Borrower Originator Contributed Receivables and other Originator Collateral and (iv) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Originator Sold Receivables and the Originator Contributed Receivables or its the Originator's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of the Originator with any of its the Originator's respective officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallAdministrative Agent, and in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser's rights or interests in the Transferred Receivables or the Seller Collateral insecure, each member of the Parent Group shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer, the Servicer or the Administrative Agent with access to its customers upon notice by the Administrative Agent or any Managing Agent and provide Buyer to the Originator. Each member of the Parent Group shall make available to Buyer, the Servicer or the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that Buyer, the Servicer or the Administrative Agent may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Originator shall deliver any document or instrument necessary for Buyer, the Servicer or the Administrative Agent, as the Administrative Agent they may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the ServicerOriginator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerOriginator.

Access. The Borrower shallAdministrative Agent, and shall cause any of the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent Lenders and any of their respective officers, employees and and/or agents access to its properties (including properties utilized in connection with shall have the collectionright, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, exercisable as frequently as the Administrative Agent and reasonably determines to be appropriate, during normal business hours (or at such other times as may reasonably be requested by the Administrative Agent and/or any of their respective officersthe Lenders), employees to inspect the Project and agents (on twenty-four (24) hours prior notice, which may be oral) to inspect, audit and make extracts from its books and all of Borrower’s records, including all Records, (iii) permit each files and books of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the account. Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument reasonably necessary for the Administrative AgentAgent and/or any of the Lenders, as the Administrative Agent or any of the Lender’s may from time to time request, to obtain records from any service bureau or other Person that maintains maintaining records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting support documentation on media, including including, without limitation, computer tapes and discs owned by Borrower relating to the use or operation of the Project. At the Administrative Agent’s request, Borrower shall instruct its banking and other financial institutions to make available to the Administrative Agent and/or any of the Lenders such information and records concerning the Project as the Administrative Agent and/or any of the Lenders may reasonably request. Without limiting the generality of the foregoing, Administrative Agent (on behalf of the Lenders) reserves the right to employ a construction consultant (the “Construction Consultant”) and any other consultants necessary, in Administrative Agent’s reasonable judgment, to, review requests for disbursements from the Construction Completion Fund and inspect all construction and the periodic progress of the same, the reasonable cost therefor to be borne by Borrower as a loan expense. Borrower shall make available to Administrative Agent (and/or any of the Lenders) and the Construction Consultant on reasonable notice during business hours, all documents and other information (including, without limitation, receipts, invoices, lien waivers and other supporting documentation to substantiate the costs to be paid with the proceeds of any request for loan advance) which any contractor or other Person entitled to payment for construction work is required to deliver to Borrower and shall use its best efforts to obtain any further documents or information reasonably requested by Administrative Agent (and/or any of the Lenders) or the ServicerConstruction Consultant in connection with any Loan or the administration of this Agreement. Borrower acknowledges and agrees that the Construction Consultant shall have no responsibilities or duties to Borrower, and shall be employed solely for the benefit of Administrative Agent and the Lenders. No default of Borrower will be waived by an inspection by Administrative Agent (and/or any of the Lenders) or the Construction Consultant. In no event will any inspection by Administrative Agent (and/or any of the Lenders) or the Construction Consultant be a representation that there has been or will be compliance with the Plans and Specifications or that the construction work is free from defective materials or workmanship. Any and all provisions of this Agreement in respect of the Construction Consultant shall be enforceable solely by, and at the option of, Administrative Agent, and Borrower shall not be a third-party beneficiary thereof. Any and all reports, advice or other information provided by the Construction Consultant to Administrative Agent and/or any of the Lenders or otherwise produced by or in the possession of the Construction Consultant shall be confidential and Borrower shall have no right to obtain or review same.

Access. The Borrower shall, Each of the Seller and shall cause the Servicer to, at its or the Servicer’s own expenseshall, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersPurchasers, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the LendersPurchasers, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) In respect thereof, the Seller and the Servicer jointly and severally agree to pay to the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests an annual audit fee as set forth in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or Fee Letter. If (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser’s rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then each of the Borrower shall, Seller and shall cause the Servicer toshall, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Purchasers or the Administrative Agent and any Managing Agent with access to the its suppliers and customers customers. Each of the Borrower Seller and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause Each of the Servicer to, Seller and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower Seller or the Servicer.

Access. The Borrower Each of the Seller and each Servicer shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two five Business Days’ ' prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Purchasers or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the Lenders, the Managing Agents and Purchasers or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, and, so long as the Purchasers or the Administrative Agent notifies the Seller or the applicable Servicer, as the case may be, and gives the Seller or the applicable Servicer the opportunity to participate in any such communications, with its employees, representatives or agents (in each case, with those persons having knowledge of such matters) ), and, so long as the Purchasers or the Administrative Agent notifies the Seller or the applicable Servicer, as the case may be, and gives the Seller or the applicable Servicer the opportunity to participate in any such communications, with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser's rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then each of the Borrower Seller and each Servicer shall, and shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Purchasers or the Administrative Agent and any Managing Agent with access to the suppliers and its customers (other than customers of K2 Inc. that are not also customers of the Borrower and other Servicers), and, so long as the Purchasers or the Administrative Agent notifies the Seller or the applicable Servicer. The Borrower shall, as the case may be, and gives the Seller or the applicable Servicer the opportunity to be present, with its suppliers. Each of the Seller and each Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may reasonably request. The Borrower shall, Each of the Seller and shall cause the Servicer to, and the each Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the any Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs disks owned by the Borrower Seller or the such Servicer.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Originator’s books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallBuyer, and in good faith, notifies any Originator that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems its rights or interests in the Transferred Receivables insecure, each such Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer and the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent Servicer with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Originator shall cause the Servicer to, make available to Buyer and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator, that as Buyer or the Administrative Agent Servicer may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer or the Administrative AgentServicer, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Originator’s books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If ; provided that any access described in clauses (i) – (iv) above shall be reasonably related to the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in transactions contemplated by the Related Documents and to the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) . If an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or Buyer, in good faith, notifies any Originator that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems its rights or interests in the Borrower shallTransferred Receivables insecure, and each such Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer and the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent Servicer with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Originator shall cause the Servicer to, make available to Buyer and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator, that as Buyer or the Administrative Agent Servicer may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer or the Administrative AgentServicer, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two five Business Days’ prior notice (or, if a Termination Event is continuing, one Business Day’s prior notice) as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, assignors and agents access to its the properties of such Originator (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator related thereto, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, assignors and agents to inspect, audit and make extracts from its such Originator’s books and recordsrecords relating to the Transferred Receivables, including all Records, (iii) permit each of the Lenders, the Managing Agents Buyer and the Administrative Agent Servicer and their respective officers, employees employees, assignors and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator and (iv) permit each of the Lenders, the Managing Agents Buyer and the Administrative Agent Servicer and their respective officers, employees employees, assignors and agents to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and, if a Termination Event has occurred and is continuing with its independent certified public accountantsaccountants (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). If Each Originator shall not be required to pay or reimburse the costs of more than two (i2) any of the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests visitations described in the Transferred Receivables, the Borrower Assigned Agreements or immediately preceding sentence in any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a calendar year so long as no Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer or the Administrative AgentServicer, as Buyer or the Administrative Agent Servicer may from time to time request, to obtain records relating to the Transferred Receivables from any service bureau or other Person that maintains records for such Originator relating to the Borrower or the ServicerTransferred Receivables, and shall maintain duplicate records or supporting documentation relating to the Transferred Receivables on media, including computer tapes and discs owned by such Originator. For purposes of this paragraph, “assignors” includes the Borrower or the ServicerAdministrative Agent.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Originator’s books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If ; provided that any access described in clauses (i) – (iv) above shall be reasonably 727160102 10435078 15 related to the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in transactions contemplated by the Related Documents and to the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) . If an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or Buyer, in good faith, notifies any Originator that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems its rights or interests in the Borrower shallTransferred Receivables insecure, and each such Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer and the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent Servicer with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Originator shall cause the Servicer to, make available to Buyer and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator, that as Buyer or the Administrative Agent Servicer may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer or the Administrative AgentServicer, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expenseshall, during normal business hours, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Lender Agent, the Operating Agent or the Collateral Agent reasonably determines to be appropriate: : (i) provide each of the Lenders, the Managing AgentsLender Agent, the Administrative Operating Agent or the Collateral Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred ReceivablesTrust Investments), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit each of the Lenders, the Managing AgentsLender Agent, the Administrative Operating Agent or the Collateral Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Lender Agent, the Administrative Operating Agent or the Collateral Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables Trust Investments and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lender Agent, the Administrative Operating Agent or the Collateral Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables Trust Investments or its performance under this Loan Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (iA) a Default or an Event of Default shall have occurred and be continuing or (B) the Administrative Agent Lender Agent, in good ▇▇▇▇▇ ▇▇▇▇▇ any faith, believes that a Default or an Event of Default is imminent or deems either of the Lender’s 's rights or interests in the Transferred ReceivablesTrust Investments, the Borrower Assigned Pledged Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuinginsecure, then the Borrower shall, and shall cause the Servicer to, at its own expense, shall provide such access at all times and without prior advance notice from and provide each of the Administrative Lenders, the Lender Agent, the Operating Agent or any Managing Agent and provide the Administrative Agent and any Managing Collateral Agent with access to the Borrower's suppliers and customers of the customers. The Borrower and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Lender Agent, the Operating Agent or the Collateral Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Lender Agent, the Operating Agent or the Collateral Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Lender Agent, the Operating Agent or the Collateral Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Each of Holdings and the Borrower shall, and Holdings shall cause the Servicer each of its Subsidiaries to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as permit (at the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, expense of the Administrative Agent and any the Lenders unless an Event of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event Default shall have occurred and be continuing) the Administrative Agent and the Lenders, then or any agents or representatives thereof, within five Business Days after written notification of the same (except that during the continuance of an Event of Default, no such notice shall be required) during normal business hours to (a) examine and make copies of Credit Agreement Macquarie Infrastructure Company Inc. and abstracts from the records and books of account of Holdings, the Borrower shalland each Subsidiary of Holdings, (b) visit the properties of Holdings, the Borrower and each Subsidiary of Holdings, (c) discuss the affairs, finances and accounts of Holdings, the Borrower and each Subsidiary of Holdings with any of their respective officers or directors and (d) communicate (as long as no Event of Default shall have occurred and be continuing in the presence of a Responsible Officer of Holdings or the Borrower) directly with any of its certified public accountants (including the Borrower’s Accountants). Each of Holdings and the Borrower shall authorize its certified public accountants (including the Borrower’s Accountants), and shall cause the Servicer tocertified public accountants of any Subsidiary of Holdings, at its own expenseif any, provide such access at all times without prior notice from to disclose in writing to the Administrative Agent or any Managing Agent Lender any and provide the Administrative Agent all financial statements and other information of any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agentkind, as the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in writing with a copy to Holdings and that such accountants may from time have with respect to time requestthe business, to obtain records from any service bureau financial condition, results of operations or other Person that maintains records for affairs of Holdings, the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicerany other Subsidiary of Holdings.

Access. The Borrower Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as SFC, the Servicer or the Administrative Agent determines to be appropriate: (i) provide the LendersSFC, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties of the Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) of the Originator and to the Borrower Originator Collateral, (ii) permit the LendersSFC, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its the Originator’s books and records, including all RecordsRecords maintained by the Originator, (iii) permit each of the LendersSFC, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and other Originator Collateral of the Borrower Collateral Originator, and (iv) permit each of the LendersSFC, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its the Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of the Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower Operating Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems SFC’s rights or interests in the Transferred Receivables or the Originator Collateral insecure, the Originator shall, and shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and provide SFC, the Servicer or the Administrative Agent with access to its suppliers and customers. The Originator shall make available to SFC, the Servicer or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by the Originator, that SFC, the Servicer or the Administrative Agent may request. The Borrower shallInsurer shall be entitled to have its representatives present at the time of such exercise and to receive such information as SFC, and shall cause the Servicer to, and or the Servicer Administrative Agent receives therefrom. The Originator shall deliver any document or instrument necessary for SFC, the Servicer or the Administrative Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the ServicerOriginator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerOriginator.

Access. The Borrower shall, Each of the Seller and shall cause the Servicer toshall, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ reasonable prior notice (except that no notice shall be required if an Incipient Termination Event or Termination Event has occurred and is continuing) as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Purchasers or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (including Transferred Receivables that consist of chattel paper), (iv) permit each of the Lenders, the Managing Agents and Purchasers or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairsthe business, finances operations, properties, financial and accounts other conditions of the Seller, the Originator or the Servicer with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If , and (iv) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) if an Incipient Termination Event or a Termination Event shall have occurred and be continuing, continuing then each of the Borrower shall, Seller and shall cause the Servicer toshall, at its own expense, provide such access at all times and without prior notice from advance notice, and if a Cash Management Event (other than the events specified in clauses (e)(i) and (g) in the definition thereof) shall have occurred and be continuing, the Originator shall provide the Purchasers or the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the its suppliers and customers customers; provided, that the Administrative Agent shall notify the Seller or Servicer, as the case may be, prior to any contact with its independent certified public accountants and shall give such Person the opportunity to participate in such discussions. Each of the Borrower Seller and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause Each of the Servicer to, Seller and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower Seller or the Servicer.

Access. The Borrower shall, Each of the Seller and shall cause the Servicer to, at its or the Servicer’s own expenseshall, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice as frequently as the Administrative Agent or any Purchaser Agent determines to be appropriate: (i) provide the Lenders, the Managing PurchasersPurchaser Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing PurchasersPurchaser Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersPurchasersPurchaser Agents, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the LendersPurchasersPurchaser Agents, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) In respect thereof, the Seller and the Servicer jointly and severally agree to pay to the Administrative Agent an annual audit fee as set forth in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or Fee Letter. If (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Administrative Agent or any Purchaser Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser’s rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then each of the Borrower shall, Seller and shall cause the Servicer toshall, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Purchasers orPurchaser Agents and the Administrative Agent and any Managing Agent with access to the its suppliers and customers customers. Each of the Borrower Seller and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its itseach Purchaser Agent and their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent or such Purchaser Agent may request. The Borrower shall, and shall cause Each of the Servicer to, Seller and the Servicer shall deliver any document or instrument necessary for the Administrative Agent or any Purchaser Agent, as the Administrative Agent or such Purchaser Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower Seller or the Servicer.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ faith deems any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The (a) Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, provide full access during normal business hours, from time to time upon two three (3) Business Days’ ' prior notice as frequently as the Administrative Agent determines notice, to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents, as frequently as Agent determines, in its reasonable discretion, to be appropriate (unless a Default or Event of Default shall have occurred and be continuing, in which event Agent and its officers, employees, designees, agents and representatives shall have access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivablesat any and all times and without any advance notice), to the properties, facilities, books, records, suppliers, customers, advisors and employees (including officers) and of Borrower, to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents accountants (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) of Borrower and to the work papers of such accountants, if available. Without limiting the generality of the foregoing, Borrower shall (i) permit Agent, and any Lender’s rights or interests in the Transferred Receivablesof its officers, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or employees, agents and representatives, to inspect, audit and make extracts from all of Borrower's records, files and books of account and (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shallpermit Agent, and any of its officers, employees, agents and representatives, to inspect, review and evaluate the Accounts and Inventory at Borrower's locations and at premises not owned by or leased to Borrower. Borrower shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Borrower. Borrower shall instruct their certified public accountants to make available to Agent such information and records as Agent may request. (b) A fee of $400 per day per individual (plus all out-of- pocket costs and expenses) in connection with Agent's field examinations permitted under Section 1.14(a) above and Section 4(c) of the Borrower or Security Agreement shall be charged against the ServicerRevolving Credit Facility in connection with each field audit conducted after the Closing Date.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, (i) provide full access during normal business hours, from time to time upon two five (5) Business Days’ ' prior notice as frequently as the Administrative Agent determines notice, to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents, as frequently as Agent determines, in its sole discretion, to be appropriate (unless a Default or Event of Default shall have occurred and be continuing, in which event Agent and its officers, employees, designees, agents and representatives shall have access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivablesat any and all times and without any notice), to the properties, facilities, books, records, suppliers, customers, advisors and employees (including officers) of Borrower and its Subsidiaries, to the Collateral, to the accountants of Borrower and its Subsidiaries and to the work papers of such accountants. Without limiting the generality of the foregoing, Borrower Collateralshall permit Agent, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees employees, agents and agents representatives, on two (2) separate occasions per annum (unless a Default or an Event of Default has occurred and is continuing, then, in such case, at any and all times) determined by Agent in its sole discretion, to (i) inspect, audit and make extracts from all of Borrower's and its books and Subsidiaries' records, including all Records, files and books of account and (iiiii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables Accounts, Inventory at Borrower's and the its Subsidiaries' locations and at premises not owned by or leased to Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Subsidiary of Borrower. Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent Agent, its counsel and its counseladvisors, as quickly as is possible under the circumstancesimmediately upon Agent's request therefor, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower. Borrower or the Servicershall instruct its certified public accountants and its banking and other financial institutions to make available to Agent such information and records as Agent may request. Confidential information obtained by Agent and Lenders pursuant to this Section 1.17 shall be subject to Section 11.14 hereof.

Access. The Borrower shall, Parent shall and shall cause the Servicer each Selling Subsidiary to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two five (5) Business Days’ ' prior notice and as frequently as Buyer, the Servicer or the Administrative Agent determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Parent Collateral or Subsidiary Collateral, as applicable, (ii) permit the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower other Parent Collateral or Subsidiary Collateral, as applicable, and (iv) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its the Parent's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of the Originators with any of its their respective officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Administrative Agent's or any Lender's rights in the Borrower Collateral insecure, the Parent shall provide, or cause each Selling Subsidiary to provide, such access at all times and without advance notice and shall provide Buyer, the Servicer or the Administrative Agent with access to its suppliers and customers. The Parent shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer each Selling Subsidiary to, make available to Buyer, the Servicer or the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that Buyer, the Servicer or the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Parent shall deliver any document or instrument necessary for Buyer, the Servicer or the Administrative Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the ServicerOriginators, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerOriginators.

Access. The Borrower shall, and Each Obligor shall cause the Servicer to, at its or the Servicer’s own expense, (i) provide full access during normal business hours, from time to time upon two one (1) Business Days’ Day's prior notice as frequently as the Administrative Agent determines notice, to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of its officers, employees and agents, as frequently as Agent determines, in its reasonable discretion, to be appropriate (unless a Default or Event of Default shall have occurred and be continuing, in which event Agent and Lenders and their respective officers, employees employees, designees, agents and agents representatives shall have access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivablesat any and all times and without any notice), to the properties, facilities, books, records, advisors and employees (including officers) of Obligors and their Subsidiaries, to the Collateral, to the accountants of Obligors and their Subsidiaries and to the Borrower Collateralwork papers of such accountants. In addition, during the pendency of an Event of Default, the Agent and Lenders shall have access to the customers and suppliers of Obligors and their Subsidiaries. Without limiting the generality of the foregoing, Obligors shall (iii) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees employees, agents and agents representatives, to inspect, audit and make extracts from its books and all of the records, including all Records, files and books of account of Obligors and their Subsidiaries and (iiiii) permit each Agent, and any of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the LendersAccounts, the Managing Agents and the Administrative Agent Inventory at Obligors' and their respective officers, employees Subsidiaries' locations and agents at premises not owned by or leased to discuss matters relating to the Transferred Receivables Obligors or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantstheir Subsidiaries. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event Each Obligor shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Obligor shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the Servicer, any Obligor. Each Obligor shall instruct their certified public accountants and shall maintain duplicate their banking and other financial institutions to make available to Agent such information and records or supporting documentation as Agent may reasonably request. Agent will give Lenders at least ten (10) days' prior written notice of regularly scheduled audits. Representatives of other Lenders may accompany Agent's representatives on media, including computer tapes and discs owned by the Borrower or the Servicerregularly scheduled audits at no charge to Obligors.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties Agent (including properties utilized in connection with the collectionand if requested ------ by Agent, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officersto any Lender as well) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives and agents, or agents cause to be provided access to Agent and any of its officers, employees and/or agents, exercisable as frequently as Agent reasonably determines to be appropriate, upon reasonable advance notice (in each case, with those persons having knowledge unless an Event of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event Default shall have occurred and be continuing, then in which event no notice shall be required and Agent shall have access at any and all times), during normal business hours (or at such other times as may reasonably be requested by Agent), to inspect the properties and facilities of Borrower shalland to inspect, audit, and shall cause the Servicer tomake extracts from all of Borrower's records, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shallfiles, and books of account. Borrower shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible practicable under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument reasonably necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that maintains maintaining records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Borrower. Prior to the occurrence of a Default or Event of Default, upon the request of Agent and approval of such request by Borrower, which approval shall not unreasonably be withheld, Borrower shall instruct any banking or other financial institution to make available to Agent such information and records as Agent may reasonably request. Following the Serviceroccurrence of a Default or Event of Default, Borrower shall instruct all of its banking and other financial institutions to make available to Agent such information and 125 records as Agent may reasonably request. Without limiting the generality of the foregoing, Borrower will permit Agent and/or any industry consultant acceptable to Agent to inspect, review and evaluate Borrower's wine inventory, at Borrower's locations and at premises not owned by or leased to Borrower upon request by Agent.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two five Business Days’ Day's prior notice and as frequently as CRLLC or the Administrative Agent Servicer determines to be appropriate: (i) provide CRLLC or the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees and agents access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator, (ii) permit CRLLC or the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its such Originator's books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of CRLLC or the Lenders, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of any Originator, and (iv) permit each of CRLLC or the Lenders, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its such Originator's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or (B) the Borrower shallOperating Agent, and in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchaser's rights or interests in the Transferred Receivables or the Seller Collateral insecure, each such Originator shall cause the Servicer to, at its own expense, provide such access to CRLLC, the Servicer, the Operating Agent or the Collateral Agent and their respective officers, employees and agents at all times and without prior advance notice from and shall provide CRLLC, the Administrative Servicer, the Operating Agent or any Managing Agent and provide the Administrative Agent and any Managing Collateral Agent with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Originator shall cause the Servicer to, make available to CRLLC or the Administrative Servicer, and, if an Incipient Termination Event or a Termination Event shall have occurred and be continuing, or the Operating Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchaser's rights or interests in the Transferred Receivables or the Seller Collateral insecure, the Operating Agent or the Collateral Agent, and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator, that CRLLC, the Administrative Servicer, the Operating Agent or the Collateral Agent, as applicable, may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for CRLLC, the Administrative Servicer, the Operating Agent or the Collateral Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Each Borrower that is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ reasonable prior notice as frequently as the Administrative Agent reasonably determines to be appropriate, but so long as no Event of Default has occurred and is continuing not more frequently than one time each Fiscal Quarter: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of each Borrower and to the Borrower Collateral, (iib) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directorsemployees and agents, employeesto inspect, representatives examine and make extracts from any Borrower’s books and records, and (c) permit Agent and its officers, employees and agents, (including third party appraisers selected by Agent) to appraise, inspect, review, evaluate and make test verifications and counts of the Accounts, Inventory and other Collateral of any Borrower. Notwithstanding other provisions of this Agreement to the contrary, Borrowers shall pay all costs and expenses incurred or agents paid by Agent in conducting no more than one (in each case1) field examination per year; provided, with those persons having knowledge of such matters) and with its independent certified public accountants. If however, that (i) after the Administrative occurrence and during the continuance of a Default, which is not reasonably capable of being cured, or Event of Default there shall be no such limitation on Borrowers’ payment obligations, and Borrowers shall pay all costs and expenses incurred by Agent in good ▇▇▇▇▇ ▇▇▇▇▇ conducting any Lender’s rights or interests in the Transferred Receivablesand all field examinations made by Agent, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or and (ii) an Incipient Termination Borrowers shall pay all costs and expenses incurred by Agent in conducting the field examination referred to in the definition of Initial Funding Date. If a Default, which is not reasonably capable of being cured, or Event or a Termination Event shall have of Default has occurred and be is continuing, then or if access is necessary to preserve or protect the Collateral as reasonably determined by Agent, each such Borrower shall, and shall cause the Servicer to, at its own expense, provide such access to Agent and to each Lender at all times and without prior notice from the Administrative Agent or advance notice. Furthermore, so long as any Managing Event of Default has occurred and is continuing, Borrowers shall provide Agent and provide the Administrative Agent and any Managing Agent each Lender with access to the suppliers and customers of the their servicers. Each Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is reasonably possible under the circumstances, originals or copies of all books and records, including Records, records that the Administrative Agent may reasonably request. The Each Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Borrower, and shall maintain duplicate records or supporting documentation on traditional or electronic media, including including, at such Borrower’s option, computer tapes and discs owned by such Borrower. Such duplicate records shall be kept at an owned location or a location with respect to which Agent has received a satisfactory landlord waiver. Agent will give Borrowers reasonable prior notice (written or oral) of regularly scheduled field exams. Representatives of other Lenders may accompany Agents’ representatives on regularly scheduled field exams at no charge to Borrowers. Agent and its designees shall have a reasonable right of access to all Critical Information generated by the business operations of the Borrowers, and to the key employee(s) of the Borrowers who may be responsible for maintaining, storing and safeguarding the Critical Information. Notwithstanding the foregoing, Agent and Lenders will use commercially reasonable efforts to conduct all activities described in this Section in a manner that does not interfere in any material respect with the business operations of any Borrower or the Servicerany servicer.

Access. The Borrower Such Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice and as frequently as Buyer, the Servicers or the Administrative Agent determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, Servicers or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred ReceivablesReceivables and the Related Security), facilities, advisors and employees (including officers) and to the Borrower Originator Collateral, (ii) permit the LendersBuyer, the Managing Agents, Servicers or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its books and records, including all Records, reasonably related to the general purposes of such inspection and audit, (iii) permit each of the LendersBuyer, the Managing Agents and Servicers or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral Related Security and other Originator Collateral, as applicable, and (iv) permit each of the LendersBuyer, the Managing Agents and Servicers or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables and the Related Security or its such Originator's performance under this Agreement or the other Related Documents or its affairs, finances finances A. M. Castle & Co., Total Plastics, Inc., ▇▇▇▇▇▇ Steel Plate Co, and Keystone Tube Company, LLC Receivables Sale and Contribution Agreement and accounts of the Originators with any of its their officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its their independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallAdministrative Agent, in good faith in its reasonable judgment, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Administrative Agent's rights or interests (on behalf of the Purchaser) in the Transferred Receivables and the Related Security or the Originator Collateral insecure, such Originator shall cause the Servicer to, at its own expense, provide such access at all times reasonably extended business hours and without prior advance notice from and shall provide Buyer, the Servicers or the Administrative Agent with access to its suppliers and customers. Such Originator shall make available to Buyer, the Servicers or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that Buyer, the Servicers or the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Such Originator shall deliver any document or instrument necessary for Buyer, the Servicers or the Administrative Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the ServicerOriginators, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Unless a Default or Event of Default has occurred and is continuing or unless access is necessary to preserve or protect the Collateral as determined by Agent, Borrower and GCRC shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two (2) Business Days’ ' prior notice as frequently as the Administrative Agent reasonably determines to be appropriate: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access (at Borrower's expense not to exceed, together with any fees payable pursuant to Section 11.3(f), $1,000.00 per month; provided, that such dollar limit shall not apply if an Event of Default has occurred and is continuing) to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of Borrower, GCRC and to the Borrower Collateral, (iib) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its Borrower's or GCRC's books and records, including all Records, and (iiic) permit each of the LendersAgent, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents agents, to inspect, review review, evaluate and evaluate the Transferred Receivables make test verifications and the Borrower Collateral and (iv) permit each counts of the LendersCollateral, Borrower and GCRC, as applicable; provided, that inspections and audits shall be conducted by Agent or any officer, employee or agent of Agent no more frequently than once each calendar quarter; provided, however, that during the Managing Agents and the Administrative occurrence or continuance of any Default or Event of Default Agent and their respective officersor any officer, employees and agents employee or agent of Agent shall be permitted to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsconduct audits as often as it deems appropriate. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights a Default or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have of Default has occurred and be continuingis continuing or if access is necessary to preserve or protect the Collateral as determined by Agent, then the Borrower shall, and GCRC shall cause the Servicer to, at its own expense, provide such access to Agent and to each Lender at all times and without prior notice from the Administrative Agent or advance notice. Furthermore, so long as any Managing Event of Default has occurred and is continuing, Borrower shall provide Agent and provide the Administrative Agent and any Managing Agent each Lender with access to the its suppliers and customers of the customers. Borrower and the Servicer. The Borrower shall, and GCRC shall cause the Servicer to, promptly make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, counsel originals or copies of all books and records, including Records, records that the Administrative Agent may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer GCRC shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the ServicerGCRC, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerGCRC. Agent will give Lenders at least five (5) Business Days' prior written notice of regularly scheduled audits. Representatives of other Lenders may accompany Agent's representatives on regularly scheduled audits at no charge to Borrower.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives reasonable access to its the properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), Receivables and facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator related thereto, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Originator’s books and recordsrecords relating to the Transferred Receivables, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and, if a Termination Event has occurred and is continuing, with its independent certified public accountantsaccountants (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallBuyer, and in good faith, notifies any Originator that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems its rights or interests in the Transferred Receivables insecure, each such Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer and the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent Servicer with access to the suppliers and its customers of the Borrower and the Servicerwho are Obligors. The Borrower shall, and Each Originator shall cause the Servicer to, make available to Buyer and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and recordsrecords relating to the Transferred Receivables, including RecordsRecords maintained by such Originator, that as Buyer or the Administrative Agent Servicer may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer or the Administrative AgentServicer, as the Administrative Agent they may from time to time request, to obtain records relating to the Transferred Receivables from any service bureau or other Person that maintains records for such Originator relating to the Borrower or the ServicerTransferred Receivables, and shall maintain duplicate records or supporting documentation relating to the Transferred Receivables on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two ten (10) Business Days’ Day’s prior notice (or, if a Termination Event has occurred and in continuing, one (1) Business Day’s prior notice) as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsaccountants as specified in Section 7.05(c); provided, however, that, so long as no Termination Event or Incipient Termination Event has occurred and is continuing, (i) the Administrative Agent shall be limited to two (2) audits pursuant to this Section 7.05(b) during each calendar year and (ii) the Borrower’s obligations to reimburse out-of-pocket expenses in respect of each such audit shall not exceed (x) $50,000 minus (y) the amounts incurred by the Originators pursuant to Section 4.02(b) of the Sale Agreement in connection with any contemporaneous audit of the Originators. The Borrower agrees that it shall not request any audit of any Originator under Section 4.02(b) of the Sale Agreement unless directed in writing to do so by the Administrative Agent. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer; provided, that, the Borrower shall have the opportunity to be present at the time of any such access to it’s the Borrower’s suppliers or customers. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Each of the Borrower shall, and shall cause the Servicer toshall, at its or the Servicer’s own ------ expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (in the presence of an officer if so requested by the Borrower or the Servicer and if such officer is provided within one day of such request) (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employeesemployees (in the presence of an officer if so requested by the Borrower or the Servicer and if such officer is provided within one day of such request), representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsaccountants (in the presence of an officer if so requested by the Borrower or the Servicer and if such officer is provided within one day of such request). If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s 's rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, continuing then each of the Borrower shall, and shall cause the Servicer toshall, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Lenders or the Administrative Agent and any Managing Agent with access to the its suppliers and customers customers. Each of the Borrower and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Each of the Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower Such Transferor shall, and shall cause the Servicer to, at its own expense (provided such Transferor shall only be required to pay for such visits two (2) times a year so long as no Incipient Termination Event or the Servicer’s own expenseTermination Event shall have occurred and be continuing), during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives access to its properties (including properties of such Transferor utilized in connection with the collection, processing or servicing of the Transferred Receivables), ) and facilities, advisors and employees (including officers) and to the Borrower Collateralof such Transferor, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Transferor’s books and records, including all RecordsRecords maintained by such Transferor, (iii) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral Receivables, and (iv) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Transferor’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Transferor with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallBuyer, and in good faith, notifies any Transferor that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems its rights or interests in the Transferred Receivables insecure, such Transferor shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer and the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent Servicer with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Such Transferor shall cause the Servicer to, make available to Buyer and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Transferor, that as Buyer or the Administrative Agent Servicer may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Such Transferor shall deliver any document or instrument reasonably necessary for Buyer or the Administrative AgentServicer, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Transferor, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Transferor.

Access. The Each of the Borrower shall, and shall cause the Servicer toshall, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (iA) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (B) the Administrative Agent Agent, in good ▇▇▇▇▇ ▇▇▇▇▇ faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Lender’s 's rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuinginsecure, then each of the Borrower shall, and shall cause the Servicer toshall, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Lenders or the Administrative Agent and any Managing Agent with access to the its suppliers and customers customers. Each of the Borrower and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Each of the Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower shall, and Originator shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hourshours (subject to Originator's reasonable and customary safety, security and confidentiality policies and regulations), from time to time upon two one Business Days’ Day's prior notice notice, but not more frequently than once per calendar quarter (or with such greater frequency during the existence of a Termination Event or Incipient Termination Event under the Funding Agreement), as frequently as Buyer, the Servicer or the Administrative Agent determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower CollateralTransferred Receivables, (ii) permit the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral Receivables, and (iv) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its the Originator's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of the Originator with any of its their respective officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Administrative Agent's or any Lender's rights in the Borrower shallCollateral insecure, and the Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer, the Servicer or the Administrative Agent with access to its suppliers and customers. The Originator shall make available to Buyer, the Servicer or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that Buyer, the Servicer or the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Originator shall deliver any document or instrument necessary for Buyer, the Servicer or the Administrative Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the ServicerOriginator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerOriginator.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, subject to Borrower's reasonable and customary safety, security and confidentiality policies and regulations, from time to time upon two one Business Days’ Day's prior notice as notice, but not more frequently than once per calendar quarter (or with such greater frequency during the existence of a Termination Event or Incipient Termination Event), as the Administrative Agent determines to be appropriate: : (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directorsmanagers, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If ; provided that, (ix) prior to the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights existence of a Termination Event or interests in the Transferred Receivablesan Incipient Termination Event, the Borrower Assigned Agreements shall only be liable for the costs and expenses for not more than two of the foregoing inspections, appraisals, evaluations and reviews in any calendar year, and (y) during the existence of a Termination Event or any other an Incipient Termination Event, the Borrower Collateral insecure or shall be liable for the Administrative Agent in good faith believes that an costs and expenses relating to all of the foregoing inspections, appraisals, evaluations and reviews conducted during the existence of such Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the ServicerEvent. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.If

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its own expense (provided the Originators shall only be required to pay for such visits three times a year so long as no Incipient Termination Event or the Servicer’s own expenseTermination Event shall have occurred and be continuing), during normal business hours, from time to time upon two three Business Days’ prior notice and as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), ) and facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Originator’s books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallBuyer, in good faith, notifies any Originator that it believes a Termination Event may have occurred and be continuing, each such Originator shall cause the Servicer to, at its own expense, (A) provide such access at all times during normal business hours and without prior notice from advance notice, (B) provide Buyer and the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent Servicer with reasonable access to the its suppliers and customers of the Borrower and the Servicer. The Borrower shall, and (C) shall cause the Servicer to, make available to Buyer and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator, that as Buyer or the Administrative Agent Servicer may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer or the Administrative AgentServicer, as the Administrative Agent they may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower Each Credit Party which is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one (1) Business Days’ Day’s prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of each Credit Party and to the Borrower Collateral, ; (ii) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its such Credit Party’s books and recordsrecords (including, including all Recordswithout limitation, field examination of Targets acquired in Approved Acquisitions immediately prior to the consummation of such Approved Acquisition) at the expense of the Borrowers as set forth in Section 1.14(b) hereof (each such examination a “Field Examinations”), provided that, absent an Event of Default, the Agent shall not be permitted more than three Field Examinations at the expense of Borrowers in any 12-month period (in addition to any Field Examinations performed in connection with an Approved Acquisition, which Field Examinations will not count against the foregoing limitation), and provided further that the Agent may conduct any number of Field Examinations at its own expense; and (iii) permit each of the LendersAgent, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents agents, to inspect, review review, appraise, evaluate and evaluate make test verifications and counts of, and conduct audits with respect to, the Transferred Receivables Accounts, Inventory and the Borrower other Collateral of any Credit Party (including, without limitation, appraisals and (iv) permit each physical inventories of the LendersCollateral conducted by an independent appraiser selected by Agent in its sole discretion) at the expense of the Borrowers as set forth in Section 1.14(b) hereof (each such action an “Appraisal”); provided that, absent an Event of Default, the Managing Agents Agent shall not be permitted more than three Appraisals at the expense of Borrowers in any 12-month period, and provided further that the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or may conduct any number of Appraisals at its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsown expense. If (i) a Default or Event of Default shall have occurred and be continuing or if access is necessary to preserve or protect the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ Collateral as determined by Agent, each such Credit Party shall provide such access at all times and without advance notice. Furthermore, so long as any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event of Default shall have occurred and be continuing, then the Borrower shall, and Borrowers shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each such Credit Party shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative records which Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each such Credit Party shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the Servicersuch Credit Party, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Credit Party.

Access. The Borrower shall, and shall cause each Subsidiary of the Servicer Borrower to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, permit the Administrative Agent and the Lenders or any of their respective officersagents or representatives thereof, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing within two Business Days after written notification of the Transferred Receivables)same (except that during the continuance of an Event of Default, facilitiesno such notice shall be required) to, advisors (a) examine and employees (including officers) make copies of and to abstracts from the records and books of account of the Borrower Collateraland each Subsidiary of the Borrower, (iib) permit visit the Lenders, properties of the Managing Agents, Borrower and each Subsidiary of the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all RecordsBorrower, (iiic) permit each of discuss the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts of the Borrower and each Subsidiary of the Borrower with any of their respective officers or directors and (d) after prior written notice to the Borrower, communicate directly with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsaccountants (including the Borrower’s Accountants); provided, however, that unless an Event of Default has occurred AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. If (i) and is continuing, the Borrower shall only be obligated to pay the costs and expenses of the Administrative Agent incurred in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights connection with this Section 7.6 and such inspections or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that visits shall occur only once per year unless an Incipient Termination Event or a Termination of Default shall have occurred and be continuing. If an Event is imminent or (ii) an Incipient Termination Event or a Termination Event of Default shall have occurred and be continuing, then the Borrower shallshall authorize its certified public accountants (including the Borrower’s Accountants), and shall cause the Servicer tocertified public accountants of any Subsidiary of the Borrower, at its own expenseif any, provide such access at all times without prior notice from to disclose to the Administrative Agent or any Managing Agent Lender any and provide the Administrative Agent all financial statements and other information of any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agentkind, as the Administrative Agent or any Lender reasonably requests and that such accountants may from time have with respect to time requestthe business, to obtain records from any service bureau financial condition, results of operations or other Person that maintains records for affairs of the Borrower or any Subsidiary of the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerBorrower.

Access. The Borrower shall, and shall cause the Servicer Servicer, the Originator, the Sellers and the Parent to, at its own expense (provided that the Borrower shall only be required to pay for such visits and inspections of the various properties of the Servicer and the Borrower once per calendar year (or twice per calendar year in 2015 or if an Account Control Event has occurred) or, during the Servicer’s own expensecontinuance of a Termination Event, as frequently as such visits and inspections may occur), during normal business hours, from time to time upon two Business Days’ prior notice notice, as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (excluding mines, but including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Transaction Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) ; provided, that, in the event of any discussions between the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights and officers, directors, employees, representatives or interests in the Transferred Receivablesagents or independent certified public accountants, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or shall provide no less than two (2) Business Days’ prior written prior notice of any such discussions to the Borrower and the Servicer, and the Borrower, the Servicer, the Originator, the Sellers and/or the Parent shall have a Termination Event is imminent or (ii) an Incipient Termination Event or reasonable opportunity to have representatives present during such discussions. If a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower Sellers and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and, following such request and receipt of response thereto from such service bureau or other Person, shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer. Notwithstanding the foregoing provisions, the Administrative Agent hereby acknowledges and agrees that all communication and information requests hereunder shall be subject to requirements of confidentiality to which the Borrower, any Seller or the Servicer (or any Affiliate to which the requested communication or information may pertain) may be bound as determined by the Borrower, such Seller or the Servicer or such Affiliate, as the case may be, in its sole discretion, including requirements imposed by law or contract.

Access. The (a) Each Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, provide full access during normal business hours, from time to time upon two one (1) Business Days’ Day's prior notice as frequently as the Administrative Agent determines notice, to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents, as frequently as Administrative Agent determines, in its reasonable discretion, to be appropriate (unless a Default or Event of Default shall have occurred and be continuing, in which event Administrative Agent and its officers, employees, designees, agents and representatives shall have access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivablesat any and all times and without any advance notice), and to any Lender upon one (1) Business Day's prior notice and the consent of such Borrower, which consent shall not be unreasonably withheld, to the properties, facilities, books, records, advisors and employees (including officers) of such Borrower and its Subsidiaries, to its Collateral, to the accountants (including Ernst & Young) of such Borrower and its Subsidiaries and to the work papers of such accountants and, upon the occurrence of an Event of Default and during the continuance thereof, suppliers and customers. Without limiting the generality of the foregoing, each Borrower Collateral, shall (iii) permit the LendersAdministrative Agent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees employees, agents and agents representatives, to inspect, audit and make extracts from all of such Borrower's and its books and Subsidiaries' corporate or partnership records, including all Records, files and books of account and (iiiii) permit each Administrative Agent, and any of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables Accounts, Inventory at such Borrower's and the its Subsidiaries' locations and at premises not owned by or leased to such Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsSubsidiary. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Each Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Administrative Agent may request. The Each Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the Servicersuch Borrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by such Borrower. Each Borrower shall instruct their certified public accountants to make available to Administrative Agent such information and records as Administrative Agent may request. So long as no Event of Default shall have occurred and be continuing, Administrative Agent will give notice to US Borrower of any such request promptly after such request has been made; provided that the Borrower or failure to give such notice shall not invalidate Administrative Agent's request to the Serviceraccountants. (b) A fee of $650 per day per individual (plus all reasonable out-of-pocket costs and expenses) in connection with Administrative Agent's field examinations permitted under subsection 1.14(a) and subsection 4(c) of the Security Agreement shall be charged against the

Access. The (a) Each Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, provide full access during normal business hours, from time to time upon two one (1) Business Days’ Day's prior notice as frequently as the Administrative Agent determines notice, to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent Lender and any of their respective its officers, employees and agents, as frequently as Lender determines, in its reasonable discretion, to be appropriate (unless a Default or Event of Default shall have occurred and be continuing, in which event Lender and its officers, employees, designees, agents and representatives shall have access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivablesat any and all times and without any advance notice), to the properties, facilities, books, and records of Borrowers and their Subsidiaries, to the Collateral, to the accountants of Borrowers and the Subsidiaries thereof and to the work papers of such accountants, and in addition, (b) while any Default or Event of Default shall have occurred and be continuing, (i) at any time for purposes of inspection, audit or verification of accounts, or (ii) upon the consent of Akorn, to such Borrower's suppliers, customers, advisors and employees (including officers) and to ). Without limiting the generality of the foregoing, each Borrower Collateral, shall (iix) permit the LendersLender, the Managing Agents, the Administrative Agent and any of their respective its officers, employees employees, agents and agents representatives, to inspect, audit and make extracts from all of such Borrower's and its books and Subsidiaries' records, including all Records, files and books of account and (iiiy) permit each Lender, and any of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables accounts at such Borrower's and the its Subsidiaries, locations and at premises not owned by or leased to such Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge Subsidiary of such matters) and with its independent certified public accountantsBorrower. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Each Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent Lender and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative Agent contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Lender may request. The Each Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative AgentLender, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the Servicersuch Borrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by such Borrower. Borrowers shall instruct their certified public accountants to make available to Lender such information and records as Lender may request. (b) A fee of $500 per day per individual or Lender's then standard rate, whichever is greater, (plus all reasonable out-of-pocket costs and expenses) in connection with Lender's field examinations permitted under Section 2.11(a) above and Section 5(g) of the Borrower or Amended and Restated Security Agreement referred to in the Servicer.definition of

Access. The Borrower shall, Each of the Seller and shall cause the Servicer toshall, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (i) subject to compliance with applicable insurance, safety and security requirements, provide the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Purchasers or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the Lenders, the Managing Agents and Purchasers or the Administrative Agent and their respective officers, employees and agents to discuss matters (other than legally privileged information) relating to the Transferred Receivables and the Seller Collateral or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants; all the costs, fees and expenses of each such audit shall be borne by the Servicer as part of the duties and obligations for which it receives the Servicing Fee. If If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser's rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then each of the Borrower shall, Seller and shall cause the Servicer toServicer, at its own expense, shall provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Purchasers or the Administrative Agent and any Managing Agent with access to the its suppliers and customers customers. Each of the Borrower Seller and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause Each of the Servicer to, Seller and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs disks owned by the Borrower Seller or the Servicer.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expenseexpense (provided Borrower or Servicer shall only be required to pay for such visits and inspections of the various properties of the Servicer and the Borrower twice a calendar year so long as no Incipient Termination Event or a Termination Event shall have occurred and be continuing), during normal business hours, from time to time upon two three Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriatenotice: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Transaction Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) ; provided, that excluding any such visits and inspections during the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that occurrence and continuance of an Incipient Termination Event or a Termination Event, (x) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 7.05(b) and (y) the Administrative Agent on behalf of the Lenders may make up to four visits and inspections in any calendar year (which may, if a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have has occurred and be is continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from be as frequent as the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access determines to the suppliers and customers of the Borrower and the Servicerbe appropriate). The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer. So long as no Incipient Termination Event or a Termination Event shall have occurred and is continuing, the Borrower’s maximum reimbursement obligations in respect of any inspection pursuant to this Section 7.05(b) shall be limited to the Audit Cap Amount.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and, if a Termination Event has occurred and is continuing with its independent certified public accountantsaccountants (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Trigger Event is imminent or (ii) an Incipient Termination Event or a Termination Trigger Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to 744861979 10435078 discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The (1) Borrower shall, and shall cause the Servicer to, at each of its or the Servicer’s own expenseSubsidiaries, during normal business hours, from time to time upon two one (1) Business Days’ Day's prior notice as frequently as the Administrative Agent or Collateral Agent determines to be appropriate: : (ia) to provide Agent and/or the Lenders, the Managing Agents, the Administrative Collateral Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of each Credit Party and to the Borrower Collateral, (iib) to permit Agent and/or the Lenders, the Managing Agents, the Administrative Collateral Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its such Credit Party's books and records, including all Records, and (iiic) to permit each of Agent and/or the Lenders, the Managing Agents and the Administrative Collateral Agent and their respective its officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables Accounts and the Borrower Collateral and (iv) permit each other Collateral, if applicable, of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsCredit Party. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights a Default or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event of Default shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer each of its Subsidiaries to, at its own expense, provide such access at all times and without prior notice from advance notice. Furthermore, so long as any Event of Default shall have occurred and be continuing, Borrower shall provide Agent and/or the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Collateral Agent with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and shall cause the Servicer each of its Subsidiaries to, make available to Agent and/or the Administrative Collateral Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that records which Agent and/or the Administrative Collateral Agent may request. The Borrower shall, and shall cause the Servicer each of its Subsidiaries to, and the Servicer shall deliver any document or instrument necessary for Agent and/or the Administrative Collateral Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the such Credit Party, and Borrower or the Servicershall, and shall cause each of its Subsidiaries to, maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by such Credit Party. (2) Borrower shall pay Agent and/or the Borrower Collateral Agent a Fee of $500 per day per individual (plus all out-of-pocket costs and expenses) in connection with Agent's or the ServicerCollateral Agent's field examinations permitted under Section 1.17(a) above; provided, however, that the aggregate amount of Fees (including out-of-pocket costs and expenses) collected under this Section 1.17(b) during the term of this Agreement shall not be greater than U.S. $10,000.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, (i) provide full access during normal business hours, from time to time upon two five (5) Business Days’ ' prior notice as frequently as the Administrative Agent determines notice, to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents, as frequently as Agent determines, in its sole discretion, to be appropriate (unless a Default or Event of Default shall have occurred and be continuing, in which event Agent and its officers, employees, designees, agents and representatives shall have access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivablesat any and all times and without any notice), to the properties, facilities, books, records, suppliers, customers, advisors and employees (including officers) of Borrower and its Subsidiaries, to the Collateral, to the accountants of Borrower and its Subsidiaries and to the work papers of such accountants. Without limiting the generality of the foregoing, Borrower Collateralshall permit Agent, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees employees, agents and agents representatives, on two (2) separate occasions per annum (unless a Default or an Event of Default has occurred and is continuing, then, in such case, at any and all times) determined by Agent in its sole discretion, to (i) inspect, audit and make extracts from all of Borrower's and its books and Subsidiaries' records, including all Records, files and books of account and (iiiii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables Accounts, Inventory at Borrower's and the its Subsidiaries' locations and at premises not owned by or leased to Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Subsidiary of Borrower. Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent Agent, its counsel and its counseladvisors, as quickly as is possible under the circumstancesimmediately upon Agent's request therefor, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Borrower. Borrower shall instruct its certified public accountants and its banking and other financial institutions to make available to Agent such information and records as Agent may request. Confidential information obtained by Agent and Lenders pursuant to this Section 1.17 shall be subject to Section 10.14. A fee of $500 per day per individual (plus all out-of-pocket costs and expenses) in connection with each field audit conducted by Agent pursuant to this Agreement and the other Loan Documents shall be due and payable by Borrower or (and, in Agent's sole and absolute discretion, charged against the ServicerRevolving Credit Facility).

Access. The Unless an Event of Default has occurred and is continuing, each Wholly-Owned Subsidiary which is a Foreign Sales Entity, each Credit Party and each JVCP shall (and each Borrower shall, and shall cause the Servicer each of its Subsidiaries to, at its or the Servicer’s own expense), during normal business hours, from time to time upon two (2) Business Days’ ' prior notice as frequently as the Administrative Agent reasonably determines to be appropriate: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors advisors, officers and employees (including officers) of each Wholly-Owned Subsidiary which is a Foreign Sales Entity, each Credit Party and each JVCP and to the Borrower Collateral, (iib) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its any books and recordsrecords of any Wholly-Owned Subsidiary which is a Foreign Sales Entity, including all RecordsCredit Party or JVCP, and (iiic) permit each of the LendersAgent, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents agents, to inspect, review review, evaluate and evaluate make test verifications and counts of the Transferred Receivables Accounts, Inventory and the other Collateral of any Wholly-Owned Subsidiary which is a Foreign Sales Entity, Credit Party or JVCP, including verifying Eligible In-Transit Inventory in possession of Approved Shippers and Approved Customs Brokers. If an Event of Default has occurred and is continuing, each such Wholly-Owned Subsidiary which is a Foreign Sales Entity, Credit Party or JVCP shall (and each Borrower Collateral and (iv) permit shall cause each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such mattersSubsidiaries to) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access to Agent and to each Lender at all times and without prior notice from the Administrative Agent or advance notice. Furthermore, so long as any Managing Event of Default has occurred and is continuing, each Wholly-Owned Subsidiary which is a Foreign Sales Entity, each Credit Party and each JVCP shall provide Agent and provide the Administrative Agent and any Managing Agent each Lender with access to the their suppliers and customers of the customers. Each Wholly-Owned Subsidiary which is a Foreign Sales Entity, each Credit Party and each JVCP shall (and each Borrower and the Servicer. The Borrower shall, and shall cause the Servicer each of its Subsidiaries to, ) make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, counsel reasonably promptly originals or copies of all books and records, including Records, records that the Administrative Agent may reasonably request. The Each Wholly-Owned Subsidiary which is a Foreign Sales Entity, each Credit Party and each JVCP shall (and each Borrower shall, and shall cause the Servicer each of its Subsidiaries to, and the Servicer shall ) deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower such Wholly-Owned Subsidiary which is a Foreign Sales Entity, Credit Party or the ServicerJVCP (as applicable), and shall (and each Borrower shall cause each of its Subsidiaries to) maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Wholly-Owned Subsidiary which is a Foreign Sales Entity, Credit Party and JVCP. Agent will give Lenders at least five (5) Business Days' prior written notice of regularly scheduled audits. Representatives of other Lenders may accompany Agent's representatives on regularly scheduled audits at no charge to Borrowers.

Access. The Borrower Each Credit Party that is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two (2) Business Days’ ' prior notice as frequently as the Administrative Agent determines to be appropriatenotice: (ia) provide the Lenders, the Managing Agents, the Administrative Agent Agents and/or any Lender and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors advisors, officers and employees (including officers) of each Credit Party and to the Borrower Collateral, (iib) permit the LendersAgents and/or any Lender, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its any Credit Party's books and records, including all Records, (iiic) permit each of the LendersAgents and/or any Lender, the Managing Agents and the Administrative Agent and their respective officers, employees and agents agents, to inspect, review review, evaluate and evaluate make test verifications and counts of the Transferred Receivables Accounts, Inventory and the Borrower other Collateral of any Credit Party and (ivd) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents access to discuss matters relating to its properties, facilities and employees for the Transferred Receivables or its performance under this Agreement or purpose of testing the other Related Documents or its affairs, finances and accounts with any Inventory in Borrowers' tanks by tank testing random samples approximating not less than one-third of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsthe Inventory on a monthly average basis at Credit Parties' expense. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have of Default has occurred and be is continuing, then the Borrower shall, and each such Credit Party shall cause the Servicer to, at its own expense, provide such access to the Agents and to each Lender at all times during normal business hours and without prior notice from advance notice. In connection with the Administrative Agent or foregoing access rights, the Agents may retain a consulting firm to conduct a field audit on behalf of the Agents and the Lenders to perform the functions described in clauses (a), (b) and (c) above which field audit may be conducted at Credit Parties' expense no more than once a calendar quarter; provided, that if an Event of Default has occurred and is continuing, the Agents may conduct such field audits at Credit Parties' expense at any Managing Agent time as it deems necessary. Furthermore, so long as any Event of Default has occurred and is continuing, the Borrowers shall provide the Administrative Agent Agents and any Managing Agent each Lender with access to the their suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Credit Party shall cause the Servicer to, make available to the Administrative Agent Agents and its counsel, as quickly as is possible under the circumstances, each Lender and their respective counsel reasonably promptly originals or copies of all books and records, including Records, records that the Administrative Agent Agents and any Lender may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Credit Party shall deliver any document or instrument necessary for the Administrative AgentAgents and any Lender, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Credit Party, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by such Credit Party. Representatives of other Lenders may accompany the Borrower or Agents' representatives on regularly scheduled audits at no charge to the ServicerBorrowers. All such information made available to the Agents and its representatives shall be subject to the confidentiality provisions set forth in Section 12.8 hereof.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, subject to Borrower's reasonable and customary safety, security and confidentiality policies and regulations, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriatenotice: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, ; (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, ; (iii) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directorsmanagers, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If Borrower shall be liable for all costs and expenses relating to any and all of the foregoing inspections, appraisals, evaluations or reviews conducted by the Administrative Agent, any Lender or any of their respective officers, employees and agents irrespective of whether or not any Termination Event or Incipient Termination Event exists at the time of any such inspection, appraisal, evaluation or review. If (iA) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (B) the Administrative Agent Agent, in good ▇▇▇▇▇ ▇▇▇▇▇ faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Lender’s 's rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuinginsecure, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Lenders or the Administrative Agent and any Managing Agent with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower Each Credit Party that is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two three (3) Business Days’ ' prior notice as frequently as the Administrative Agent determines to be appropriate: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and advisors, officers, employees (including officers) of each Credit Party and to the Borrower Collateral, (iib) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its any Credit Party's books and records, including all Records, and (iiic) permit each of the LendersAgent, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents agents, to inspect, review review, evaluate and evaluate the Transferred Receivables make test verifications and the Borrower Collateral and (iv) permit each counts of the LendersAccounts, the Managing Agents Inventory and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with Collateral of any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsCredit Party. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have of Default has occurred and be continuingis continuing or if access is necessary to preserve or protect the Collateral as determined by the Agent, then the Borrower shall, and each such Credit Party shall cause the Servicer to, at its own expense, provide such access to Agent and to each Lender at all times and without prior notice from the Administrative Agent or advance notice. Furthermore, so long as any Managing Event of Default has occurred and is continuing, Borrower shall provide Agent and provide the Administrative Agent and any Managing Agent each Lender with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Credit Party shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, records of the Credit Parties that the Administrative Agent may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Credit Party shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for such Credit Party. Agent and Lenders agree that Agent shall conduct three field Collateral audits of Borrower and the Borrower or Secured Guarantors (approximately every six months) during the Servicerfirst eighteen months following the Closing Date and, as long as a Trigger Event has occurred and is continuing thereafter, Agent and Lenders agree that Agent shall maintain duplicate records or supporting documentation conduct a field Collateral audit of Borrower, the Secured Guarantors and Schaublin every six months from the date of the last field Collateral audit. Agent will give Lenders at least five (5) days' prior written notice of regularly scheduled audits. Representatives of other Lenders may accompany Agent's representatives on media, including computer tapes and discs owned by the Borrower or the Servicerregularly scheduled audits at no charge to Borrower.

Access. The Each of the Borrower shall, and shall cause the Servicer toshall, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice as frequently as the Administrative Agent reasonably determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then each of the Borrower shall, and shall cause the Servicer toshall, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent (upon its request) with access information with respect to the suppliers and customers of the Borrower and the Servicer. The ; provided, however, that unless the Administrative Agent determines that its rights in the Borrower shallCollateral would be otherwise impaired, the Administrative Agent shall deal with such customers and shall cause suppliers through the Servicer to, or the Borrower. Each of the Borrower and the Servicer shall make available to the Administrative Agent and its counsel, as quickly as is reasonably possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Each of the Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower shall, and shall cause the Servicer each of its Subsidiaries to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: ------ (i) provide the Lenders, the Managing Agents, the Administrative access during normal business hours to Agent and to Revolving Credit Agent and any of their respective its officers, employees and agents agents, as frequently as Agent and Revolving Credit Agent determine to be appropriate, upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Agent and Revolving Credit Agent shall have access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivablesat any and all times), facilities, advisors and employees (including officers) and to the properties, facilities and managers (whom Borrower Collateral, shall instruct and authorize to cooperate with and provide requested information to Agent and Revolving Credit Agent) of Borrower or any of its Subsidiaries; (ii) permit the Lenders, the Managing Agents, the Administrative Agent and Revolving Credit Agent and any of their respective its officers, employees and agents to inspect, audit and make extracts from its books and all of Borrower's records, including all Records, files and books of account; and (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officersRevolving Credit Agent, employees and agents to conduct audits to inspect, review and evaluate the Transferred Receivables Collateral, and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative agrees to render to Agent and their respective officersto Revolving Credit Agent at Borrower's cost and expense, employees such clerical and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts assistance as may be reasonably requested with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsregard thereto. If (i) a Default or Event of Default shall have occurred and be continuing or if access is necessary to preserve or protect the Administrative Collateral as determined by Agent in good ▇▇▇▇▇ ▇▇▇▇▇ and Revolving Credit Agent, Borrower shall provide such access to Agent and Revolving Credit Agent and to each Lender at all times and without advance notice. Furthermore, so long as any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event of Default shall have occurred and be continuing, then the Borrower shall provide Agent and Revolving Credit Agent and each Lender with access to their suppliers and customers. Borrower shall, and shall cause the Servicer to, at each of its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer Subsidiaries to, make available to the Administrative Agent and to Revolving Credit Agent and its counsel, as quickly as is possible practicable under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent and Revolving Credit Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument reasonably necessary for the Administrative Agent and Revolving Credit Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting documentation on media, including including, without limitation, computer tapes and discs owned by the Borrower. Borrower or the Servicershall instruct its certified public accountants and its banking and other financial institutions to make available to Agent and Revolving Credit Agent such information and records as Agent may reasonably request. Agent and Revolving Credit Agent will give Lenders at least ten (10) days' prior written notice of regularly scheduled audits. Representatives of other Lenders may accompany Agent's and Revolving Credit Agent's representatives on regularly scheduled audits at no charge to Borrower.

Access. The Borrower Each of the Seller and each Servicer shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing AgentsPurchaser, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred ReceivablesReceivables and the Related Security), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing AgentsPurchaser, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make make A. M. castle & Co. et al. and Castle SPFD, LLc, Receivables Purchase and Servicing Agreement extracts from its books and records, including all Records, reasonably related to the general purposes of such inspection and audit, (iii) permit each of the Lenders, the Managing Agents and Purchaser or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables Receivables, the Related Security, and the Borrower Seller Collateral and (iv) permit each of the Lenders, the Managing Agents and Purchaser or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its their performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchaser's rights or interests in the Transferred Receivables, the Related Security, the Seller Assigned Agreements or any other Seller Collateral insecure, then each of the Borrower Seller and each Servicer shall, and shall cause the Servicer to, at its own expense, provide such access at all times reasonably extended business hours and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Purchaser or the Administrative Agent and any Managing Agent with access to the its suppliers and customers customers. Each of the Borrower Seller and the Servicer. The Borrower shall, and each Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, Each of the Seller and shall cause the Servicer to, and the each Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the such Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs disks owned by the Borrower Seller or the such Servicer.

Access. The Borrower Such Originator shall, and shall cause the Servicer to, at its own expense (provided such Originator shall only be required to pay for such visits two (2) times a year so long as no Incipient Termination Event or the Servicer’s own expenseTermination Event shall have occurred and be continuing), during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as its Related Buyer, SPV or the Administrative Agent Servicer determines to be appropriate: (i) provide the Lendersits Related Buyer, SPV, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), ) and facilities, advisors and employees (including officers) and to the Borrower Collateralof such Originator, (ii) permit its Related Buyer, SPV and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Originator’s books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of the Lendersits Related Buyer, SPV, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral Receivables, and (iv) permit each of the Lendersits Related Buyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or a Buyer, in good faith, notifies its Related Originator that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems its rights or interests in the Borrower shallTransferred Receivables insecure, and such Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide its Related Buyer, SPV and the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent Servicer with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Such Originator shall cause the Servicer to, make available to its Related Buyer, SPV and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator, that as its Related Buyer, SPV or the Administrative Agent Servicer may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Such Originator shall deliver any document or instrument reasonably necessary for its Related Buyer, SPV or the Administrative AgentServicer, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower Servicer shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, subject to Servicer's reasonable and customary safety, security and confidentiality policies and regulations, from time to time upon two one Business Days’ Day's prior notice as notice, but not more frequently than once per calendar quarter (or with such greater frequency during the existence of a Termination Event or Incipient Termination Event, as the Administrative Agent determines to be appropriate: ): (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants; provided that, unless a Termination Event or Incipient Termination Event is then in existence, the Servicer, the Borrower and the Parent shall not be liable for the costs and expenses of more than two of the foregoing inspections, appraisals and reviews in any calendar year. If (iA) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (B) the Administrative Agent Agent, in good ▇▇▇▇▇ ▇▇▇▇▇ faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Lender’s 's rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuinginsecure, then the Borrower Servicer shall, and shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Lenders or the Administrative Agent and any Managing Agent with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

Access. The Borrower CGS Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, expense and during ------ normal business hours, from time to time upon two one Business Days’ Day's prior notice and as frequently as CGS, the Administrative Servicer, the Operating Agent or the Collateral Agent determines to be appropriate: (i) provide the LendersCGS, the Managing Agents, Operating Agent or the Administrative Collateral Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of Odyssey and to the Borrower Odyssey Collateral, (ii) permit the LendersCGS, the Managing Agents, Operating Agent or the Administrative Collateral Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its Odyssey's books and records, including all RecordsRecords maintained by Odyssey, (iii) permit each of the LendersCGS, the Managing Agents and Operating Agent or the Administrative Collateral Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Odyssey Sold Receivables and the Borrower Collateral other Odyssey Collateral, and (iv) permit each of the LendersCGS, the Managing Agents and Operating Agent or the Administrative Collateral Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Odyssey Sold Receivables or its Odyssey's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of Odyssey with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower Operating Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchaser's rights or interests in the Odyssey Sold Receivables or the Odyssey Collateral insecure, Odyssey shall, and shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and provide CGS, the Administrative Operating Agent or any Managing Agent and provide the Administrative Agent and any Managing Collateral Agent with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Odyssey shall cause the Servicer to, make available to CGS, the Administrative Operating Agent or the Collateral Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by Odyssey, that CGS, the Administrative Operating Agent or the Collateral Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Odyssey shall deliver any document or instrument necessary for CGS, the Administrative Operating Agent or the Collateral Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the ServicerOdyssey, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerOdyssey.

Access. The Borrower Each Selling Subsidiary shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two five (5) Business Days’ ' prior notice and as frequently as Parent, the Buyer, the Servicer or the Administrative Agent determines to be appropriate: (i) provide the LendersParent, the Managing AgentsBuyer, the Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties of such Selling Subsidiary utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) of each Selling Subsidiary and to the Borrower Subsidiary Collateral, (ii) permit the LendersParent, the Managing AgentsBuyer, the Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its such Selling Subsidiary's books and records, including all RecordsRecords maintained by such Selling Subsidiary, (iii) permit each of the LendersParent, the Managing Agents and Buyer, the Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower other Subsidiary Collateral of any Selling Subsidiary, and (iv) permit each of the LendersParent, the Managing Agents and Buyer, the Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its such Selling Subsidiary's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Selling Subsidiary with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Purchaser's rights or interests in the Transferred Receivables or the Borrower shallCollateral insecure, and each such Selling Subsidiary shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Parent, the Buyer, the Servicer or the Administrative Agent with access to its suppliers and customers. Each Selling Subsidiary shall make available to Parent, the Buyer, the Servicer or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Selling Subsidiary, that the Parent, the Buyer, the Servicer or the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Selling Subsidiary shall deliver any document or instrument necessary for Parent, the Buyer, the Servicer or the Administrative Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Selling Subsidiary, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Selling Subsidiary.

Access. The Borrower shall, Each of the Seller and shall cause the Servicer toshall, at its or the Servicer’s own ------ expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice as frequently as the Administrative Operating Agent or the Collateral Agent determines to be appropriate: (i) provide the LendersPurchaser, the Managing Agents, Operating Agent or the Administrative Collateral Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the LendersPurchaser, the Managing Agents, Operating Agent or the Administrative Collateral Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersPurchaser, the Managing Agents and Operating Agent or the Administrative Collateral Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the LendersPurchaser, the Managing Agents and Operating Agent or the Administrative Collateral Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Operating Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchaser's rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then each of the Borrower shall, Seller and shall cause the Servicer toshall, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Administrative Purchaser, the Operating Agent and any Managing or the Collateral Agent with access to the its suppliers and customers customers. Each of the Borrower Seller and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Operating Agent or the Collateral Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Operating Agent or the Collateral Agent may request. The Borrower shall, and shall cause Each of the Servicer to, Seller and the Servicer shall deliver any document or instrument necessary for the Administrative Operating Agent or the Collateral Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower Seller or the Servicer.

Access. The Borrower shall, Each of the Seller and shall cause the Servicer to, at its or the Servicer’s own expenseshall, during normal business hours, from time to time upon two five Business Days’ Day's prior notice as frequently as the Administrative Operating Agent or the Collateral Agent determines to be appropriate: (i) provide the LendersPurchaser, the Managing Agents, Operating Agent or the Administrative Collateral Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the LendersPurchaser, the Managing Agents, Operating Agent or the Administrative Collateral Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersPurchaser, the Managing Agents and Operating Agent or the Administrative Collateral Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the LendersPurchaser, the Managing Agents and Operating Agent or the Administrative Collateral Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, managers, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Operating Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Purchaser's rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then each of the Borrower shall, Seller and shall cause the Servicer to, at its own expense, shall provide such access at all times and without prior advance notice from and shall provide the Administrative Purchaser, the Operating Agent or any Managing Agent and provide the Administrative Agent and any Managing Collateral Agent with access to the its suppliers and customers customers. Each of the Borrower Seller and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Operating Agent or the Collateral Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Operating Agent or the Collateral Agent may request. The Borrower shall, and shall cause Each of the Servicer to, Seller and the Servicer shall deliver any document or instrument necessary for the Administrative Operating Agent or the Collateral Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower Seller or the Servicer.

Access. The Borrower Performance Guarantor and each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice and as frequently as Buyer, the Administrative Servicer or the Agent determines to be appropriate: : (i) provide the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Originator Collateral, (ii) permit the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral other Originator Collateral, as applicable, and (iv) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its Performance Guarantor's or any Originator's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of Performance Guarantor and the Originators with any of its their officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its their independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallAgent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems the Agent's rights or interests (on behalf of the Purchasers) in the Transferred Receivables or the Originator Collateral insecure, Performance Guarantor and each Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer, the Administrative Agent Servicer or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the its suppliers and customers of the Borrower customers. Performance Guarantor and the Servicer. The Borrower shall, and each Originator shall cause the Servicer to, make available to Buyer, the Administrative Servicer or the Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that Buyer, the Administrative Servicer or the Agent may request. The Borrower shall, Performance Guarantor and shall cause the Servicer to, and the Servicer each Originator shall deliver any document or instrument necessary for Buyer, the Administrative Servicer or the Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for Performance Guarantor and Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement the Borrower or the ServicerOriginators, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Performance Guarantor and the Borrower or the ServicerOriginators.

Access. The Each Borrower that is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time not more than once in any Fiscal Quarter (unless an Event of Default shall have occurred and be continuing in which case no limitation as to frequency shall apply) upon two (2) Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriatenotice: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors advisors, officers and employees (including officers) employees, books, records, contracts and Accounts of each Borrower and to the Borrower Collateral, Collateral (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective provided that access to officers, employees and agents shall be provided promptly, but in no event upon more than five (5) Business Days’ prior notice), (b) permit Agent, and any of its officers, employees, designees and agents, to inspect, audit and make extracts from its any Borrower’s books and records, including all Recordscontracts and Accounts, and (iiic) permit each Agent, and its officers, employees, designees and agents, to inspect, review, evaluate and make test verifications and counts of the Lenderscontracts, the Managing Agents Accounts, Inventory and the Administrative other Collateral of any Borrower. If an Event of Default has occurred and is continuing, each Borrower shall provide such access to Agent and to each Lender (and their respective officersagents and designees) during normal business hours without advance notice. Furthermore, employees so long as any Event of Default has occurred and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lendersis continuing, the Managing Agents and the Administrative Borrowers shall provide Agent and each Lender with access to its suppliers and Subscribers. Lenders agree to use their respective officerscommercially reasonable efforts to coordinate all such access with those of Agent and Agent and Lenders shall use their commercially reasonable efforts to provide the Borrowers copies of any written correspondence with Subscribers, employees and agents to discuss matters relating provided that no liability shall accrue to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and Lender for failure to deliver any Managing Agent with access such correspondence to the suppliers and customers of the Borrowers. Each Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstancesreasonably promptly, originals or copies of all books and books, records, including Records, contracts and Accounts that the Administrative Agent may reasonably request. The Each Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any storage facility, bailee, service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Borrower.

Access. The Borrower Each Credit Party that is a party hereto shall, and shall cause the Servicer its Subsidiaries to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one (1) Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents (including any consultants engaged by Agent to review Borrower's calculation of the Borrowing Base from time to time, together with any other matter or matters relating to the condition (financial or otherwise) or operations of Borrower or any of its Subsidiaries, in each case as the Requisite Lenders may request (subject to the prior consent of Borrower as to the scope of such engagement, which consent shall not be unreasonably withheld or delayed)) (the "Consultants") access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of such Person and to the Borrower Collateral, (iib) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents (including the Consultants), to inspect, audit and make extracts from its such Person's books and records, including all Records, records and (iiic) permit each Agent, and its officers, employees and agents (including the Consultants), to inspect, review, evaluate and make test verifications and counts of the LendersAccounts, Inventory and other Collateral of such Person. If a Default or Event of Default has occurred and is continuing or if access is necessary to preserve or protect the Managing Agents Collateral as determined by Agent, each such Credit Party shall and the Administrative shall cause its Subsidiaries to, provide such access to Agent and to each Lender and their respective officers, employees and agents to inspect(including the Consultants) at all times and without advance notice. Furthermore, review so long as any Event of Default has occurred and evaluate the Transferred Receivables is continuing, each Credit Party shall and the Borrower Collateral and (iv) permit each of the Lendersshall cause its Subsidiaries to, the Managing Agents and the Administrative provide Agent and each Lender with access to their respective officers, employees suppliers and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantscustomers. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower Each Credit Party shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer Subsidiaries to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, records that the Administrative Agent may reasonably request. The Borrower Each Credit Party shall, and shall cause the Servicer its Subsidiaries to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower such Credit Party or the Servicerits Subsidiaries, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower such Credit Party or the Servicerits Subsidiaries. Representatives of other Lenders may accompany Agent's representatives on audits at no charge to Borrower.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice and as frequently as Buyer or the Administrative Agent Servicer determines to be appropriate: : (i) provide the LendersBuyer, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives reasonable access to its the properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), Receivables and facilities, advisors and employees (including officers) and to the Borrower Collateralof each Originator related thereto, (ii) permit Buyer and the Lenders, the Managing Agents, the Administrative Agent Servicer and any of their respective officers, employees employees, agents and agents representatives to inspect, audit and make extracts from its such Originator’s books and recordsrecords relating to the Transferred Receivables, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral of such Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and the Administrative Agent Servicer and their respective officers, employees employees, agents and agents representatives to discuss matters relating to the Transferred Receivables or its such Originator’s performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator with any of its officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and, if a Termination Event has occurred and is continuing, with its independent certified public accountantsaccountants (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallBuyer, and in good faith, notifies any Originator that an Incipient Termination Event or a Termination Event may have occurred, is imminent or deems its rights or interests in the Transferred Receivables insecure, each such Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer and the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent Servicer with access to the suppliers and its customers of the Borrower and the Servicerwho are Obligors. The Borrower shall, and Each Originator shall cause the Servicer to, make available to Buyer and the Administrative Agent Servicer and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and recordsrecords relating to the Transferred Receivables, including RecordsRecords maintained by such Originator, that as Buyer or the Administrative Agent Servicer may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer or the Administrative AgentServicer, as the Administrative Agent they may from time to time request, to obtain records relating to the Transferred Receivables from any service bureau or other Person that maintains records for such Originator relating to the Borrower or the ServicerTransferred Receivables, and shall maintain duplicate records or supporting documentation relating to the Transferred Receivables on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator.

Access. The Borrower Each Originator shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day's prior notice and as frequently as Buyer, the Servicer or the Administrative Agent determines to be appropriate: (i) subject to compliance with such Originator's insurance, safety and security requirements, provide the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties of such Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) of each Originator, each Originator's Domestic Subsidiaries and to the Borrower Originator Collateral, (ii) permit the LendersBuyer, the Managing Agents, Servicer or the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its such Originator's books and records, including all RecordsRecords maintained by such Originator, (iii) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents agents, to inspect, review and evaluate the Transferred Receivables and the Borrower other Originator Collateral of any Originator, and (iv) permit each of the LendersBuyer, the Managing Agents and Servicer or the Administrative Agent and their respective officers, employees and agents to discuss matters (other than legally privileged information) relating to the Transferred Receivables or its such Originator's performance under this Agreement or the other Related Documents or its affairs, finances and accounts of such Originator or its Domestic Subsidiaries with any of its such Person's officers, directors, employees, representatives or agents (in each case, with those persons Persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then or the Borrower shallAdministrative Agent, and in good faith, believes that an Incipient Termination Event or a Termination Event has occurred or is imminent or deems any Purchaser's rights or interests in the Transferred Receivables or the Seller Collateral insecure, each such Originator shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from and shall provide Buyer, the Servicer and the Administrative Agent or any Managing Agent with access to its suppliers and provide customers. Each Originator shall make available to Buyer, the Servicer and the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its their respective counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including RecordsRecords maintained by such Originator and each Domestic Subsidiary of such Originator, that as the Buyer, the Servicer or the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Originator shall deliver any document or instrument necessary for Buyer, the Servicer or the Administrative Agent, as the Administrative Agent they may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Originator and each Domestic Subsidiary of such Originator, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Originator and each Domestic Subsidiary of such Originator.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one Business Days’ Day’s prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents Lenders and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and, if a Termination Event has occurred and is continuing with its independent certified public accountantsaccountants (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). If (i) the Administrative Agent in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.may

Access. The Borrower shall, Each of the Seller and shall cause the Servicer toshall, at its or the Servicer’s own expense, during normal business hours, from time to time upon two three Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts and copies (including computer tapes and disks) from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Purchasers or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the Lenders, the Managing Agents and Purchasers or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables and the Seller Collateral or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons designated by the Seller or the Servicer, as applicable, in a reasonable manner and having knowledge of such matters) and and, provided that the Seller or the Servicer (as applicable) has been afforded a reasonable opportunity to have its representatives present, with its independent certified public accountants. If , in each case, whether on or off the premises of the Seller and the Servicer; all the costs, fees and expenses of each such audit shall be borne by the Servicer as part of the duties and obligations for which it receives the Servicing Fee; provided, however, that prior to the earlier to occur of (i) the occurrence of a Default Event or (ii) such time as the Administrative Agent Agent, in good ▇▇▇▇▇ ▇▇▇▇▇ any Lender’s faith, deems that the prospect of payment or performance of the Purchasers' rights or interests in the Transferred Receivables, the Borrower Seller Assigned Agreements or any other Borrower Seller Collateral insecure or has been impaired, the Administrative Agent number of audits in good faith believes that an Incipient Termination Event or a Termination Event is imminent or any calendar year shall not exceed two. If (iiA) an Incipient Termination Event or a Termination Event shall have occurred and be continuingcontinuing or (B) the Administrative Agent, in good faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems that the prospect of payment or performance of the Purchasers' rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral has been impaired, then each of the Borrower shall, Seller and shall cause the Servicer toshall, at its own expense, provide such access at all times and without prior notice from advance notice. If a Termination Event shall have occurred and be continuing, each of the Administrative Agent or any Managing Agent Seller and provide the Servicer shall use reasonable efforts to respond to inquires by the Purchasers, the Administrative Agent and any Managing Agent with access to their respective officers, employees and agents regarding the suppliers Transferred Receivables, the Seller Collateral and customers the related Obligors. Each of the Borrower Seller and the Servicer. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.