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

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s 's notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s 's Books. Such inspections or audits shall The initial audit of Borrower's Collateral and Books will be conducted on the earlier of: (a) within sixty (60) days of the Effective Date or (b) prior to the initial Advance hereunder, and thereafter, the parties contemplate that such audits will be performed no more often frequently than once every six (6) months (or as semi-annually, but nothing herein restricts Bank's right to conduct such audits more frequently as if (i) Bank shall determine conditions warrant based on the results of field examinationsbelieves that it is advisable to do so in Bank's good faith business judgment, or (ii) Bank believes in its sole discretion) unless an good faith that a Default or Event of Default has occurred and is continuingoccurred. The foregoing inspections and audits shall be at Borrower’s 's expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s 's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one ten (110) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense (i) no more often than (a) when a Streamline Period is not in effect, once every six (6) months months, or (b) when a Streamline Period is in effect, once every twelve (12) months, and (ii) no more than six (6) times in the aggregate and (iii) in no event during the final thirty (30) days of Borrower’s fiscal quarter or as more frequently as Bank shall determine conditions warrant based on the results of field examinationsyear end, unless, in its sole discretion) unless each case an Event of Default has occurred and is continuing. The foregoing continuing in which case such inspections and audits shall be at Borrower’s expense, and the occur as often as Bank shall determine is necessary. The charge therefor shall be Eight Hundred Fifty Dollars ($850850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay reimburse Bank a fee of One Thousand Dollars ($1,000) plus for any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that Notwithstanding the first such audit will foregoing, the Initial Audit shall be conducted completed within forty-five sixty (4560) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretiondiscretion determines that conditions warrant) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, and the . The charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that The Initial Audit shall be completed on or before the earlier of (i) the first such audit will be conducted within forty-five (451st) days after anniversary of the Effective Date. After , or (ii) the occurrence date on which the aggregate principal amount of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification Advances made under the Revolving Line is equal to and authorization from Borroweror greater than Five Million Dollars ($5,000,000.00).”

Access to Collateral; Books and Records. Allow BankKeep proper books of record and account in accordance with GAAP in all material respects, or in which full, true and correct entries shall be made of all dealings and transactions in relation to its agentsbusiness and activities. Loan Parties shall, and shall cause each other Loan Party and each of their respective Subsidiaries to, allow Collateral Agent, at the sole cost of Loan Parties, during regular business hours upon reasonable times, on one (1) Business Day’s prior notice (provided that no notice is shall be required if when an Event of Default has occurred and is continuing), to visit and inspect the Collateral any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and copy Borrower’s Booksanalysis of its operations and the Collateral. Such inspections or audits shall be conducted no more often than once every six (6) months year (or as more frequently as Bank Collateral Agent shall determine conditions warrant based on the results of field examinationswarrant, in its sole reasonable discretion) unless (and more frequently if) an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s Loan Parties’ expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent BankCollateral Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower Loan Parties and Bank Collateral Agent schedule an audit more than ten (10) days in advance, and Borrower cancels Loan Parties cancel or reschedules seek to reschedule the audit with less than ten (10) days written notice to BankCollateral Agent, then (without limiting any of BankCollateral Agent’s rights or remedies), Borrower Loan Parties shall pay Bank Collateral Agent a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank Collateral Agent to compensate Bank Collateral Agent for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one two (12) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits , provided that no collateral exams shall be conducted no more often than once every six at any time a Borrowing Base Period is not in effect and the Borrower is in compliance with the financial covenants set forth in Section 6.7 hereof (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing, in which case Bank may conduct such inspections or audits at any time ). Such inspections or audits shall be conducted within thirty (30) days of the start of any Borrowing Base Period if there are (i) any outstanding Advances or Acquisition Loans or (ii) outstanding Obligations in respect of Letters of Credit, FX Forward contracts or Cash Management Services which in excess of $4,000,000. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided that no notice is required if an Event of Default has occurred and is continuing), to inspect Agent, or its agents, shall have the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months right, on an annual basis (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its Agent’s sole discretion) unless discretion after a Default or an Event of Default has occurred and is continuing), to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent BankAgent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, that the cost of such inspections and audits will not exceed Fifteen Thousand Dollars ($15,000) in any twelve (12) month period (excluding the cost of inspections and audits conducted after the occurrence and during the continuance of an Event of Default) and such inspections and audits will not be conducted more frequently than once in any calendar quarter (unless a Default or an Event of Default has occurred and is continuing, in which case such inspections and audits may be conducted more frequently in Agent’s sole discretion). In the event Borrower and Bank Agent schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to BankAgent, then (without limiting any of BankAgent’s rights or remedies), Borrower shall pay Bank Agent a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank Agent to compensate Bank Agent for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agentsIn addition to the Initial Audit, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits (including, without limitation, the Initial Audit), shall be conducted at Borrower’s expense and no more often than once every six three (63) months (months, or as more frequently frequently, as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingwarrant. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. .” 7 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.8(a) thereof: (a) Maintain all of its and all of its Subsidiaries operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates; provided that Borrower hereby acknowledges shall be permitted to transition its existing accounts maintained at financial institutions other than Bank and Bank’s Affiliates (the “Existing Accounts”), so long as such Existing Accounts are closed on or before the date that the first such audit will be conducted within forty-five is sixty (4560) days after the Effective Date. After the occurrence , with all proceeds of such Existing Accounts transferred to an Event account of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and Borrower maintained at Bank.” and inserting in lieu thereof the following: (a) Maintain all of its and all of its Subsidiaries operating and other deposit accounts and securities accounts with Bank and Bank’s sole and exclusive discretion, without notification to and authorization from BorrowerAffiliates.” 8 The Loan Agreement shall be amended by deleting the following definition appearing in Section 13.1 thereof:

Access to Collateral; Books and Records. Allow Bankthe Lender, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Booksany Books and Records. Such inspections or audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as the Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same)day, plus reasonable out-of-pocket expenses. In the event Borrower and Bank the Lender schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bankthe Lender, then (without limiting any of Bankthe Lender’s rights or remedies), Borrower shall pay Bank the Lender a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank the Lender to compensate Bank the Lender for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit shall also make reasonably available one or more employees or officers in Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification finance department with knowledge of the Bi-Weekly Reports to and authorization from Borrowerdiscuss the Bi-Weekly Reports with the Lender upon request of the Lender.

Access to Collateral; Books and Records. Allow BankIf, at any time before the Revolving Line Maturity Date, (a) the Adjusted Quick Ratio is less than 2.00, (b) the Availability Amount is less than the outstanding principal balance of any Advances, or its agents(c) there is an Event of Default, at reasonable times, then on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such Notwithstanding anything to the contrary in this Section 6.6, none of Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter in respect of which disclosure to the Bank is prohibited by law or any binding agreement with an unaffiliated third party not entered into in contemplation hereof. The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on before the results of field examinations, in its sole discretion) Revolving Line Maturity Date unless an Event of Default has occurred and is continuing. The foregoing continuing in which case such inspections and audits shall be at Borrower’s expense, and the occur as often as Bank shall determine is necessary. The charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person examiner per day for any inspection occurring before the Revolving Line Maturity Date (or Bank may reasonably adjust such higher amount as shall represent Bank’s then-current standard charge for inspections occurring after the sameRevolving Line Maturity Date), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretiondiscretion determines that conditions warrant) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit Initial Audit will be conducted within forty-five prior to the initial Advance but not later than ninety (4590) days after the Effective Date. After the occurrence of an Event of DefaultIn addition, Bank may audit reserves the right, in its good faith business judgment as conditions warrant, to conduct an independent third party appraisal of Borrower’s Collateral Inventory at Borrower’s sole cost and expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall be conducted as frequently as Bank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges agrees that the Initial Audit shall be completed prior to the first such audit will be conducted within forty-five (45) days Advance to occur after the Second Amendment Effective Date.” 2.11 Section 6.8(a) (Accounts). After Section 6.8(a) is amended in its entirety and replaced with the occurrence following: (a) Maintain the Cash Collateral Account, and all of an Event of Default, Bank may audit Borrower’s Collateral primary operating accounts, depository accounts and excess cash with Bank or Bank’s Affiliates; provided that, Borrower shall be required to maintain account balances in the name of Borrower at Bank representing at least 70.0% of Borrower’s expenseand its Domestic Subsidiaries’ consolidated cash wherever located, includingso long as, but not limited toin each case, Borrower’s Accounts as frequently as any account in the name of Borrower maintained outside of Bank deems necessary at Borrower’s expense shall be subject to a Control Agreement in favor of Bank. Notwithstanding the foregoing, Borrower shall be permitted to maintain one or more accounts outside of Bank and at Bank’s sole Affiliates, provided that the maximum aggregate balance in such accounts (for all such accounts together) shall not exceed Three Million Dollars ($3,000,000.00) at any time (the “Permitted Accounts”). In addition, Borrower shall conduct all of its cash management, letters of credit, business credit cards, and exclusive discretion, without notification to merchant services banking with Bank and authorization from BorrowerBank’s Affiliates.” 2.12 Section 6.9 (

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) discretion determines that conditions warrant), unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. In addition to the above, Borrower hereby acknowledges agrees that the first such audit will an inventory appraisal performed by a valuation firm satisfactory to Bank shall be conducted within forty-five no more often than once every twelve (4512) days after the Effective Date. After the occurrence of months (or more frequently as Bank in its sole discretion determines that conditions warrant), unless an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts Default has occurred and is continuing in which case such inspections and audits shall occur as frequently often as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrowershall determine is necessary.

Access to Collateral; Books and Records. Allow Bank, or its agentsIn addition to the Initial Audit, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretiondiscretion determines that conditions warrant) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges and Bank acknowledge and agree that the first such audit will Initial Audit shall be conducted within forty-five completed prior to the date that is ninety (4590) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow So long as an Event of Default has not occurred and is continuing, Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books at reasonable timestimes not more than four (4) times per fiscal year, on one three (13) Business Day’s Days’ notice (provided that no such advance notice is shall be required if after the occurrence and during the continuance of an Event of Default); provided, however, that after the closing of a Subsequent Financing in which Borrower receives, in the aggregate, at least Twenty Million Dollars ($20,000,000) of net proceeds (excluding any bridge debt financing except to the extent actually converted to equity in Borrower) and so long as no Event of Default has occurred and is continuing), then Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits Books only two (2) times per year (rather than four (4)), at reasonable times on five (5) Business Days’ notice (provided that no such advance notice shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on required after the results occurrence and during the continuance of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingDefault). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or or, during the continuance of an Event of Default, such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five sixty (4560) days after the Effective Date. After the occurrence execution of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.this Agreement

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, and on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing)'s notice, Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books's books and records. Such After the initial inspection and audit, such inspections or and audits shall be conducted no more often than once every six (6) months (or occur at least three times per year so long as more frequently as Advances are outstanding, otherwise only prior to the first Advance. Bank shall determine conditions warrant based on take reasonable steps to keep confidential all information obtained in any such inspection or audit, but Bank shall have the results of field examinationsright to disclose any such information to its auditors, in its sole discretion) unless an Event of Default has occurred regulatory agencies, and is continuingattorneys, and pursuant to any subpoena or other legal process. The foregoing inspections and audits shall be at Borrower’s expense, 's expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-'s then current standard charge for the same), plus reasonable out-of-pocket expenses; provided that so long as no Event of Default has occurred and is continuing and Borrower requests Credit Extensions regularly. Borrower shall not be required to pay such expenses more than three times per fiscal year. Audits following termination of the Streamline Option shall be at Borrower's expense. In the event Borrower and Bank schedule an inspection or audit more than ten (10) days in advance, and Borrower cancels seeks to reschedule the inspection or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies), Borrower shall pay Bank a cancellation fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank Bank, to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrowercancellation.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall The initial audit with respect to CMAC, Inc. will be conducted within sixty (60) days from February 15, 2011 [the date of this Amendment]. The parties contemplate that thereafter such audits, on a consolidated basis, will be performed no more often frequently than once every six (6) months (or as semi-annually, but nothing herein restricts Bank’s right to conduct such audits more frequently as if (i) Bank shall determine conditions warrant based on the results of field examinationsbelieves that it is advisable to do so in Bank’s good faith business judgment, or (ii) Bank believes in its sole discretion) unless an good faith that a Default or Event of Default has occurred and is continuingoccurred. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agentsSo long as any amounts are outstanding under the Revolving Line, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the no more often than once every twelve (12) months but nothing herein restricts Bank’s right to conduct such audits more frequently if Bank believes in good faith that a Default or Event of Default has occurred. The charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such an audit as described above with results satisfactory to Bank in its sole discretion will be conducted within forty-five at least thirty (4530) days prior to the Funding Date of the first Advance occurring after the Effective Seventh Amendment Date. 2.5 Section 6.14 (Formation or Acquisition of Subsidiaries). After A new Section 6.14 is added to the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts Loan Agreement as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.follows:

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretiondiscretion determines that conditions warrant) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will Initial Audit shall be conducted within no later than forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice not more than twice in any calendar year (provided no notice is required provided, if an Event of Default has occurred and is continuing, (a) no notice shall be required and (b) the Bank may exercise its inspection rights herein as frequently as the Bank deems necessary or prudent), Bank, or its agents, shall have the right to inspect the Collateral (including conducting Inventory appraisals in respect of Eligible Finished Goods Inventory and Eligible Raw Materials) and the right to audit and copy each Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent either (x) Bank’s then-current standard charge for the samesame or (y) the standard charges for such inspections or audits charged by an independent appraiser selected by the Bank, as applicable), plus reasonable out-of-pocket expensesexpenses incurred by Bank, or any independent appraiser selected by Bank, as applicable. In the event Borrower Borrowers and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels Borrowers cancel or reschedules seek to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower Borrowers shall pay Bank a fee of One Thousand Dollars $1,000 ($1,000or such higher amount as shall be necessary with regard to any independent appraiser selected by the Bank) plus any out-of-pocket expenses incurred by Bank Bank, or any independent appraiser selected by Bank, to compensate Bank or such independent appraiser for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that . 2.12 Section 6.8 of the first such audit will be conducted within forty-five Loan Agreement is amended by deleting Section 6.8(b) in its entirety and substituting the following in lieu thereof: (45i) days after Maintain its and its Subsidiaries’ depository and operating accounts and lock boxes with Bank, (ii) establish with Bank on or before May 31, 2009 and, thereafter, maintain any new domestic depository and operating accounts and lockboxes of the Effective Date. After the occurrence of an Borrowers or their Subsidiaries with Bank or (iii) so long as no Default or Event of DefaultDefault shall have occurred and be continuing and, until such time as all such primary deposit accounts and lock boxes are established and maintained with Bank, jointly and severally pay to Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense on the last day of each month a fee of $1,500. 2.13 Section 6.9 of the Loan Agreement is amended by deleting Section 6.9(c) and at Bank’s sole Section 6.9(d) in their entirety and exclusive discretion, without notification to and authorization from Borrower.substituting the following in lieu thereof:

Access to Collateral; Books and Records. Allow Bank, or its agents, at (a) At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinationsmonths, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) [TEXT REDACTED] per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expensesexpenses to the extent that such expenses and charges shall not exceed [TEXT REDACTED] per annum in the aggregate. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) [TEXT REDACTED] plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that Any inspections and audits conducted pursuant to this Section 5.6(a) shall also satisfy (and shall not be in addition to) any access rights provided pursuant to the first such audit will be conducted within forty-five Loan Program Agreement. (45i) days after Keep proper books of records and account, at the location listed in Section 2(b) of the Perfection Certificate delivered on the Effective DateDate (or such other location approved in writing by Bank in its sole discretion), in which full, true and correct entries in conformity with GAAP and all Applicable Law in all material respects shall be made of all dealings and transactions in relation to its business and activities, (ii) set up and maintain on its books such reserves as may be required by GAAP with respect to doubtful Originated Customer Loans and all Taxes, assessments, charges, levies and claims and with respect to its business and (iii) maintain a revenue recognition method in accordance with GAAP. (c) Borrower shall maintain at all times (other than for ordinary maintenance, updates and upgrades) the “Arix” software platform for the facilitation as well as the origination of Originated Customer Loans (the “Platform”). After The Platform will check each applicant’s eligibility for membership with each applicable Approved Capital Partner (if such Approved Capital Partner is a credit union) in accordance with the occurrence Approved Capital Partner Loan Program Agreement. The Platform will perform the credit application processing, credit history review, and initial credit decisioning, as well as the generation of the complete loan documentation and the credit union membership application, in conformance with the Approved Capital Partner Underwriting Policies. In the event an Event of Defaultapplication for a Customer is processed, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense the Platform will generate the application and at Bank’s sole the loan documents therefor and exclusive discretion, without notification provide them to and authorization from Borrowerthe applicable Approved Capital Partner through a secure site.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, and on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing)notice, Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Booksbooks and records. Such If the Streamline Option is not in effect, such inspections or and audits shall occur at least two times per year. If the Streamline Option is in effect, audits shall be conducted no more often than once every six (6) months (or as more frequently as limited to one per year if the Streamline Option has been in effect for that full year. Bank shall determine conditions warrant based on take reasonable steps to keep confidential all information obtained in any such inspection or audit, but Bank shall have the results of field examinationsright to disclose any such information to its auditors, in its sole discretion) unless an Event of Default has occurred regulatory agencies, and is continuingattorneys, and pursuant to any subpoena or other legal process. The foregoing inspections and audits shall be at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-then current standard charge for the same), plus reasonable out-of-pocket expenses; provided that so long as no Event of Default has occurred and is continuing and Borrower requests Credit Extensions regularly. Borrower shall not be required to pay such expenses more than two times per fiscal year unless such inspections and audits are pursuant to Borrower’s request for a Credit Extension. Audits following termination of the Streamline Option shall be at Borrower’s expense. In the event Borrower and Bank schedule an inspection or audit more than ten (10) days in advance, and Borrower cancels seeks to reschedule the inspection or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a cancellation fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank Bank, to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrowercancellation.

Access to Collateral; Books and Records. Allow Bank, or its agentsIn addition to the Initial Audit, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) good faith business discretion determines that conditions warrant), unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits audits, including, without limitation, the Initial Audit, shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges The Initial Audit shall be completed prior to the earlier of (i) the date that the first such audit will be conducted within forty-five is one hundred twenty (45120) days after the Effective Date. After ; and (ii) prior to the occurrence Funding Date of an Event Advance request which will result in Seven Million Five Hundred Thousand Dollars ($7,500,000.00) or more of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borroweroutstanding Advances on the Revolving Line.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuingcontinuing and, absent an Event of Default, one (1) Business Day’s notice only shall be required under circumstances where Bank reasonably determines, based on the then-existing circumstances affecting Borrower or the integrity of the Collateral, that such access is needed), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or , provided that (i) such audits shall be conducted no more often than once every fiscal year, if at all times during such fiscal year no Credit Extensions were outstanding, (ii) if during a fiscal year any Credit Extensions were outstanding, such audits shall be conducted no more often than twice in such fiscal year, and (iii) no Credit Extensions shall be made if, at the date of such Credit Extension, an audit has not been completed within the prior six (6) months (or as more frequently as Bank months. Notwithstanding the foregoing, there shall determine conditions warrant based be no restriction on the results number of field examinationsaudits if, in its sole discretion) unless at the time of the proposed audit, an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow In addition to the Initial Audit (which shall be completed by Bank on or before the date that is sixty (60) days after the Effective Date), allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s BooksBooks (provided that Borrower shall not be required to make available to Bank under this Section 6.10 information that is subject to attorney-client privilege or other information that Borrower is not permitted by statute, regulation or court order to disclose). Such inspections or audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing Initial Audit and the other inspections and audits contemplated in this Section 6.10 shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at (a) At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinationsmonths, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expensesexpenses to the extent that such expenses and charges shall not exceed $50,000 per annum in the aggregate. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that . (i) Keep proper books of records and account, at the first such audit will be conducted within forty-five (45location listed in Section 4(a) days after of the Perfection Certificate delivered on the Effective Date. After the occurrence Date (or such other location approved in writing by Bank in its sole discretion), in which full, true and correct entries in conformity with GAAP and all Applicable Law in all material respects shall be made of an Event of Defaultall dealings and transactions in relation to its business and activities, Bank (ii) set up and maintain on its books such reserves as may audit Borrower’s Collateral at Borrower’s expensebe required by GAAP with respect to doubtful Installer Advances and Originated Customer Loans and all Taxes, includingassessments, but not limited tocharges, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense levies and at Bank’s sole claims and exclusive discretion, without notification with respect to its business and authorization from Borrower(iii) maintain a revenue recognition method in accordance with GAAP.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such Subject to the last sentence of this Section 6.6, the foregoing inspections or and audits shall be conducted at Borrower’s expense and no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing or as Bank determines in its good faith business judgment that conditions warrant more frequent inspections or audits. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that Notwithstanding anything else to the first such audit will contrary contained in this Section 6.6, Bank’s right to inspect the Collateral and conduct its audits shall be conducted within forty-five no more than once every twelve (4512) days after months if (a) the Effective Date. After average principal balance of amounts outstanding under the occurrence of an Revolving Line do not exceed $750,000 in any month and (b) no Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from BorrowerDefault has occurred.

Access to Collateral; Books and Records. Allow Bank, or its agentsIn addition to the Initial Audit, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank or its agents, representatives or third party contractors, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books, inspect the Inventory and other tangible assets of Borrower, perform appraisals of the Inventory of Borrower, and to conduct field examinations. Such inspections or audits Each of the foregoing inspections, audits, exams and appraisals shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) discretion determines that conditions warrant), unless an Event of Default has occurred and is continuing. The foregoing continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections, audits, exams and appraisals (including, without limitation, the Initial Audit) shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one at least three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, determines in its sole discretionreasonable discretion that conditions warrant, but no more often than twice every twelve (12) months), unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” 2.11 Section 6.9(c) (Minimum Adjusted EBITDA/Maximum Adjusted EBITDA Loss). Borrower hereby acknowledges that Section 6.9(c) is amended in its entirety and replaced with the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.following:

Access to Collateral; Books and Records. (a) Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books; provided, however, the foregoing may be subject to such exclusions and redactions as reasonably necessary in order to prevent violation of the attorney client privilege with respect to pending or threatened litigation. Such inspections or audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank in its good faith business judgment shall determine is necessary and all inspections or audits will be done remotely via videoconference (or other applicable technology) during the COVID-19 pandemic or in the event of any other health-related U.S. government shutdown. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any reasonable and documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. (b) During the course any inspections, audits and other visits and discussions permitted under clause (a) above or elsewhere under the Loan Documents, representatives of Bank may encounter individually identifiable healthcare information as defined under HIPAA, or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). Unless otherwise required by any applicable laws, Bank and its representatives shall not require or perform any act that would cause Borrower hereby acknowledges or any other Person to violate any Health Care Laws, including HIPAA, including, without limitation, as a result of the disclosure of any Confidential Healthcare Information. In the event that Bank proposes to undertake activities that Borrower reasonably believes would constitute services of a “business associate” under HIPAA, including the first such audit will be conducted within forty-five (45) days after disclosure of any protected Confidential Healthcare Information, the Effective Date. After parties hereto agree to review the occurrence of an Event of Defaultmatter and, where appropriate, Bank may audit take action to comply with HIPAA, and shall, upon Borrower’s Collateral at Borrower’s expensereasonable request, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrowerexecute a business associate agreement with the applicable Person.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted at Borrower’s expense and may only be conducted by Bank when there are Obligations outstanding under the Revolving Line (and in any event, no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing continuing in which case such inspections and audits shall be at Borrower’s expense, and the occur as often as Bank shall determine is necessary). The charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expensesexpenses actually incurred. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses actually incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.” 2.4 Section 6.8(a) (Operating Accounts). Section 6.8(a) is amended in its entirety and replaced with the following: (a) Subject to the terms of Section 6.8(b), maintain all of its operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower hereby acknowledges that the first such audit will be conducted within forty-may maintain (x) up to five (455) days after accounts at Bankers Trust as follows: (i) accounts ending 8182, 4237, 3600 and 9667 which are subject to a Control Agreement and (ii) deposit account ending 4237 at Bankers Trust which shall not be subject to a Control Agreement (provided, however, the Effective Date. After aggregate proceeds in account ending 4237 shall not exceed Fifty Thousand Dollars ($50,000) at any time) and (y) one (1) investment account at HSBC which shall not be subject to a Control Agreement (provided, however, the occurrence of an Event of Default, Bank may audit Borrower’s Collateral aggregate proceeds in such investment account shall not exceed Eleven Million Dollars ($11,000,000) at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrowerany time).”

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits outlined in this Section 6.12 shall be conducted at the expense of the Borrower no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Whether or not an Event of Default has occurred and is continuing, Bank may contact any Account Debtor owing Borrower money to verify the amount of such Eligible Account and, if an Event of Default has occurred and is continuing, notify such Account Debtor of Bank’s security interest in such funds. In the event that Borrower submits an Initial Regular Advance Request to Bank, Borrower hereby acknowledges that Bank shall conduct an audit of the first Borrower’s Eligible Accounts pursuant to the terms of this Section 6.12 prior to the Borrower’s receipt of the Initial Regular Advance and the results of such audit will shall be conducted within forty-five (45) days after in form and substance satisfactory to Bank in its discretion. Borrower hereby acknowledges and agrees that, once Borrower requests the Effective Date. After the occurrence of an Event of DefaultInitial Regular Advance, Bank may shall conduct an annual audit of the Borrower’s Collateral at Borrower’s expense, including, but Eligible Accounts for purposes of all future Advances that are not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from BorrowerNonformula Advances.

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one two (12) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits , provided that no collateral exams shall be conducted no more often than once every six at any time a Borrowing Base Period is not in effect and the Borrower is in compliance with the financial covenants set forth in Section 6.7 hereof (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing, in which case Bank may conduct such inspections or audits at any time). Such inspections or audits shall be conducted within thirty (30) days of the start of any Borrowing Base Period if there are (i) any outstanding Advances or Acquisition Loans or (ii) outstanding Obligations in respect of Letters of Credit, FX Forward contracts or Cash Management Services which in excess of $4,000,000. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that .” and inserting in lieu thereof the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.following:

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once twice every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinationsmonths, in its sole discretion) unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as more frequently as Bank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) plus any reasonable out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding the foregoing, Borrower hereby acknowledges and agrees that the first such audit Initial Audit will be conducted within forty-five not later than ninety (4590) days after the Effective Date. After ; provided that to the occurrence extent the failure to complete such Initial Audit within such timeframe is not the fault of Borrower, then it shall not be an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one three (13) Business Day’s Days’ notice not more than twice in any calendar year (provided no notice is required provided, if an Event of Default has occurred and is continuing, (a) no notice shall be required and (b) the Bank may exercise its inspection rights herein as frequently as the Bank deems necessary or prudent), Bank, or its agents, shall have the right to inspect the Collateral (including conducting Inventory appraisals in respect of Eligible Finished Goods Inventory and Eligible Raw Materials) and the right to audit and copy each Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent either (x) Bank’s then-current standard charge for the samesame or (y) the standard charges for such inspections or audits charged by an independent appraiser selected by the Bank, as applicable), plus reasonable out-of-pocket expensesexpenses incurred by Bank, or any independent appraiser selected by Bank, as applicable. In the event Borrower Borrowers and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels Borrowers cancel or reschedules seek to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower Borrowers shall pay Bank a fee of One Thousand Dollars $1,000 ($1,000or such higher amount as shall be necessary with regard to any independent appraiser selected by the Bank) plus any out-of-pocket expenses incurred by Bank Bank, or any independent appraiser selected by Bank, to compensate Bank or such independent appraiser for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that . 2.12 Section 6.8 of the first such audit will be conducted within forty-five Loan Agreement is amended by deleting Section 6.8(b) in its entirety and substituting the following in lieu thereof: (45i) days after Maintain its and its Subsidiaries’ depository and operating accounts and lock boxes with Bank, (ii) establish with Bank on or before May 31, 2009 and, thereafter, maintain any new domestic depository and operating accounts and lockboxes of the Effective Date. After the occurrence of an Borrowers or their Subsidiaries with Bank or (iii) so long as no Default or Event of DefaultDefault shall have occurred and be continuing and, until such time as all such primary deposit accounts and lock boxes are established and maintained with Bank, jointly and severally pay to Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense on the last day of each month a fee of $1,500. 2.13 Section 6.9 of the Loan Agreement is amended by deleting Section 6.9(a) and at Bank’s sole Section 6.9(d) in their entirety and exclusive discretion, without notification to and authorization from Borrower.substituting the following in lieu thereof:

Access to Collateral; Books and Records. Allow In addition to the Initial Audit (which shall be completed by Bank on or before the date that is ninety (90) days after the Effective Date), allow Bank, or its agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s BooksBooks (provided that Borrower shall not be required to make available to Bank under this Section 6.10 information that is subject to attorney-client privilege or other information that Borrower is not permitted by statute, regulation or court order to disclose). Such inspections or audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. Borrower acknowledges and agrees that the first such audit shall occur on or prior to the date that is ninety (90) days after the Effective Date. The foregoing Initial Audit and the other inspections and audits contemplated in this Section 6.10 shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,0001,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at (a) At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or and audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinationsmonths, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expensesexpenses to the extent that such expenses and charges shall not exceed $50,000 per annum in the aggregate. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 2,000.00 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that . (i) Keep proper books of records and account, at the first such audit will be conducted within forty-five (45location listed in Section 2(b) days after of the Perfection Certificate delivered on the Effective DateDate (or such other location approved in writing by Bank in its sole discretion), in which full, true and correct entries in conformity with GAAP and all Applicable Law in all material respects shall be made of all dealings and transactions in relation to its business and activities, (ii) set up and maintain on its books such reserves as may be required by GAAP with respect to doubtful Originated Customer Loans and all Taxes, assessments, charges, levies and claims and with respect to its business and (iii) maintain a revenue recognition method in accordance with GAAP. (c) Borrower shall maintain at all times (other than for ordinary maintenance, updates and upgrades) the “Arix” software platform for the facilitation as well as the origination of Originated Customer Loans (the “Platform”). After The Platform will check each applicant’s eligibility for membership with each applicable Approved Capital Partner (if such Approved Capital Partner is a credit union) in accordance with the occurrence Approved Capital Partner Loan Program Agreement. The Platform will perform the credit application processing, credit history review, and initial credit decisioning, as well as the generation of the complete loan documentation and the credit union membership application, in conformance with the Approved Capital Partner Underwriting Policies. In the event an Event of Defaultapplication for a Customer is processed, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense the Platform will generate the application and at Bank’s sole the loan documents therefor and exclusive discretion, without notification provide them to and authorization from Borrowerthe applicable Approved Capital Partner through a secure site.

Access to Collateral; Books and Records. Allow Upon the Borrower failing to maintain the Minimum Balance, no later than ninety (90) days thereafter (or such later date as Bank shall determine, in its sole discretion), with no less than five (5) Business Days’ notice, Bank shall conduct an inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books. Thereafter, Borrower shall allow Bank, or its agents, at reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinationswarrant, provided that such inspections shall be limited to no more than four (4) times in its sole discretionany twelve (12) months), unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 2,000.00 plus any reasonable and documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow So long as an Event of Default has not occurred and is continuing, Bank, or its agents, shall have the right to annually inspect the Collateral and the right to annually audit and copy Borrower’s Books at reasonable times, on one five (15) Business Day’s Days’ notice (provided that no such advance notice is shall be required if after the occurrence and during the continuance of an Event of Default has occurred and Default); provided, however, that at all times that Borrower is continuing)a Net Borrower, Bank, or its agents, shall have the right to inspect the Collateral quarterly or as conditions may warrant and the right to audit and copy Borrower’s Books. Such inspections Books quarterly or audits as conditions may warrant, at reasonable times on three (3) Business Days’ notice (provided that no such advance notice shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on required after the results occurrence and during the continuance of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingDefault). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or or, during the continuance of an Event of Default, such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five sixty (4560) days after the Effective Date. After the occurrence execution of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.this Agreement

Access to Collateral; Books and Records. Allow So long as an Event of Default has not occurred and is continuing, Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books at reasonable timestimes not more than four (4) times per fiscal year, on one three (13) Business Day’s Days’ notice (provided that no such advance notice is shall be required if after the occurrence and during the continuance of an Event of Default); provided, however, that after the closing of a Subsequent Financing in which Borrower receives, in the aggregate, at least Twenty Million Dollars ($20,000,000) of net proceeds (excluding any bridge debt financing except to the extent actually converted to equity in Borrower) and so long as no Event of Default has occurred and is continuing), then Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such inspections or audits Books only two (2) times per year (rather than four (4)), at reasonable times on five (5) Business Days’ notice (provided that no such advance notice shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on required after the results occurrence and during the continuance of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingDefault). The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or or, during the continuance of an Event of Default, such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five sixty (4560) days after the Effective Date. After the occurrence execution of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrowerthis Agreement.

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, that such fees, charges and expenses for inspections and audits shall not exceed Ten Thousand Dollars ($10,000) in any twelve (12) month period, unless an Event of Default has occurred and is continuing (the “Annual Audit Fee Cap”). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that , which such fees, charges and expenses for the first such cancelled or rescheduled audit will shall not be conducted within forty-five (45) days after applied towards the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from BorrowerAnnual Audit Fee Cap.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, and on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing)notice, Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Booksbooks and records. Such If the Streamline Option is not in effect, such inspections or and audits shall occur at least three times per year and prior to the initial Advance. If the Streamline Option is in effect, only an inspection and audit shall be conducted no more often than once every six (6) months (or as more frequently as required prior to the initial Advance and such inspections and audits thereafter shall be limited to one per year if the Streamline Option has been in effect for that full year. Bank shall determine conditions warrant based on take reasonable steps to keep confidential all information obtained in any such inspection or audit, but Bank shall have the results of field examinationsright to disclose any such information to its auditors, in its sole discretion) unless an Event of Default has occurred regulatory agencies, and is continuingattorneys, and pursuant to any subpoena or other legal process. The foregoing inspections and audits shall be at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s then-then current standard charge for the same), plus reasonable out-of-pocket expenses; provided that so long as no Event of Default has occurred and is continuing and Borrower requests Credit Extensions regularly. Borrower shall not be required to pay such expenses more than three times per fiscal year unless such inspections and audits are pursuant to Borrower’s request for a Credit Extension. Audits following termination of the Streamline Option shall be at Borrower’s expense. In the event Borrower and Bank schedule an inspection or audit more than ten (10) days in advance, and Borrower cancels seeks to reschedule the inspection or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a cancellation fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank Bank, to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrowercancellation.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s 's notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s 's Books. Such inspections or The parties contemplate that such audits shall will be conducted performed no more often frequently than once every six three (63) months (or as times per year, but nothing herein restricts Bank's right to conduct such audits more frequently as if (i) Bank shall determine conditions warrant based on the results of field examinationsbelieves that it is advisable to do so in Bank's good faith business judgment, or (ii) Bank believes in its sole discretion) unless an good faith that a Default or Event of Default has occurred and is continuingoccurred. The foregoing inspections and audits shall be at Borrower’s 's expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 750 per person per day (or such higher amount as shall represent Bank’s 's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s 's rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) 1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges Moreover, Bank will conduct appraisals of Inventory by an appraiser acceptable to Bank in its discretion, and the parties contemplate that the first such audit appraisals will be conducted within forty-five performed no more frequently than two (452) days after the Effective Date. After the occurrence of an times per year, but nothing herein restricts Bank's right to conduct such appraisals more frequently if (i) Bank believes that it is advisable to do so in Bank's good faith business judgment, or (ii) Bank believes in good faith that a Default or Event of Default, Bank may audit Borrower’s Collateral Default has occurred. The foregoing appraisals shall be at Borrower’s 's expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often than (i) once every twelve (12) months when a Streamline Period is in effect, or (ii) once every six (6) months when a Streamline Period is not in effect (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) good faith business discretion determines that conditions warrant), unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any reasonable and documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Bank and Borrower hereby acknowledges acknowledge that the first such audit will inventory appraisals conducted by a third party satisfactory to Bank, at Borrower’s sole cost and expense, shall be conducted within forty-five no more often than (45x) days after the Effective Date. After the occurrence of once every twelve (12) months when a Streamline Period is in effect, or (y) once every six (6) months when a Streamline Period is not in effect, unless an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts Default has occurred and is continuing in which case such inventory appraisals shall occur as frequently often as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrowershall determine is necessary.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to (a) inspect the Collateral and other tangible assets of Borrower, conduct field examinations and the right to audit and copy Borrower’s Books’ s Books (each such inspection, field examination and audit, a “Field Exam” ), and (b) inspect, perform appraisals of, and conduct a liquidation analysis with respect to the Borrower’ s Inventory (each such inspection, appraisal, and analysis, an “Inventory Appraisal” ). Such inspections or audits Field Exams and Inventory Appraisals shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, determines in its sole discretion) unless an Event of Default has occurred discretion that conditions warrant. Field Exams and is continuingInventory Appraisals shall be conducted at Borrower’ s expense. The foregoing inspections and audits charge for Field Exams shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000.00) per person per day (or such higher amount as shall represent Bank’s ’ s then-current standard charge for the same), plus and the charge for Inventory Appraisals shall be the then-current standard charge of Bank’ s independent outside appraiser, plus, in each case reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit a Field Exam or Inventory Appraisal more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s ’ s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000.00) (or in respect of any Inventory Appraisal that is cancelled or rescheduled as noted above, such higher amount charged by the firm conducting such Inventory Appraisal) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will Initial Audit shall be conducted within forty-five (45) days after completed prior to the Effective Date. After initial Advance under the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from BorrowerRevolving Line.

Access to Collateral; Books and Records. Allow Bank, or its agents, at At reasonable times, on one five (15) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The Initial Audit shall be completed within ninety (90) days after the First Amendment Effective Date, and Borrower shall cooperate with Bank in order to timely complete same. Thereafter, (i) when Streamline Period is in effect, such inspections or and audits shall be conducted no more often than once every twelve (12) months, unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary and (ii) when Streamline Period is not in effect, such inspections and audits shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, determines in its sole discretion) discretion that conditions warrant), unless an Event of Default has occurred and is continuing, in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s expense, expense and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten eight (10) 8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten eight (10) 8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Two Thousand Dollars ($1,0002,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agentsSubject to the terms and conditions of this Section 6.6, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such The foregoing inspections or and audits shall be conducted no more often at Borrower’s expense. The first such audit shall be conducted in connection with the initial Advance hereunder and such audit shall be completed (i) within ninety (90) days of the initial Advance, if on the date Borrower requests the initial Advance, Borrower’s balance of unrestricted cash at Bank, minus, the aggregate amount of all outstanding Obligations, is greater than or equal to Forty Million Dollars ($40,000,000) or (ii) prior to the initial Advance, if on the date Borrower requests the initial Advance, Borrower’s balance of unrestricted cash at Bank, minus, the aggregate amount of all outstanding Obligations, is less than Forty Million Dollars ($40,000,000). Thereafter, only when Credit Extensions are outstanding, Bank may conduct such audits once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing continuing in which case such inspections and audits shall be at Borrower’s expense, and the occur as often as Bank shall determine is necessary. The charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-of- pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10I0) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), ) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five .” 2.3 Section 6.9 (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six (6) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, that such fees, charges and expenses for inspections and audits shall not exceed Four Thousand Five Hundred Dollars ($4,500) in any twelve (12) month period, unless an Event of Default has occurred and is continuing (the “Annual Audit Fee Cap”). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that , which such fees, charges and expenses for the first such cancelled or rescheduled audit will shall not be conducted within forty-five (45) days after applied towards the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from BorrowerAnnual Audit Fee Cap.

Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

Access to Collateral; Books and Records. Allow BankCollateral Agent or any Lender, or its their respective agents, at reasonable times, on one three (13) Business Day’s Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every six twelve (612) months (or as more frequently as Bank shall determine conditions warrant based on the results of field examinations, in its sole discretion) unless an Event of Default has occurred and is continuingcontinuing in which case such inspections and audits shall occur as often as Collateral Agent or any Lender shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty One Thousand Dollars ($8501,000) per person per day (or such higher amount as shall represent BankCollateral Agent’s or such Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank Collateral Agent and/or any Lender schedule an audit more than ten (10) days in advance, and Borrower cancels or reschedules seeks to reschedule the audit with less than ten (10) days written notice to BankCollateral Agent or such Lender, then (without limiting any of BankCollateral Agent’s or such Lender’s rights or remedies), Borrower shall pay Bank Collateral Agent and/or such Lender a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank Collateral Agent and/or such Lender to compensate Bank Collateral Agent and/or such Lender for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within forty-five (45) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.