Common use of Access Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Access. The Borrower (a) From and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, financial statements, SEC or bank regulatory reporting obligations, or the determination of any matter relating to the rights or obligations of Seller or any of its Affiliates under any Transaction Agreement, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege), or (iii) comply with any contractual confidentiality obligations, Parent shall, and shall cause each of Buyer, Company, Company Subsidiary and their respective Affiliates, and their respective Representatives to (A) afford the Servicer to, at Seller and its or the Servicer’s own expenseRepresentatives and their respective Affiliates reasonable access, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateralproperties, books and records of Buyer and its Affiliates in respect of Company, Company Subsidiary and the Business, (iiB) permit the Lenders, the Managing Agents, the Administrative Agent furnish to Seller and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent Representatives and their respective officersAffiliates such additional financial and other information regarding Company, employees and agents to inspectCompany Subsidiary, review and evaluate the Transferred Receivables their respective Affiliates and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables Business as Seller or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent Representatives may from time to time requestreasonably request and (C) make available to Seller and its Representatives and their respective Affiliates at Seller’s sole expense those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to obtain records from assist Seller, its Representatives or their respective Affiliates in connection with its inquiries for any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on mediapurpose referred to above, including computer tapes the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and discs owned provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (b) If so requested by Buyer or Parent, on the Borrower one hand, or Seller or one of its Affiliates, on the Servicerother hand, Seller or one of its Affiliates, or Buyer, Parent or one of their respective Affiliates, as the case may be, shall enter into a customary joint defense agreement or common interest agreement with Parent, Buyer and their respective Affiliates, or Seller and its Affiliates, as applicable, with respect to any information to be provided to Seller pursuant to Section 7.01(a).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Access. The Borrower (a) During the period from the date of this Agreement to the Closing or the prior termination of this Agreement pursuant to Section 8.1, Buyer and its counsel, accountants, financial advisors, potential financial sources, employees, agents and other authorized representatives (the “Buyer Representatives”) shall be given reasonable access, during normal business hours and upon reasonable prior notice, to the facilities, properties, personnel, books and records (including, without limitation, Tax records) of Seller (with respect to the Elk City Entities or the Elk City Business) and the Elk City Entities for the purpose of conducting an investigation of the Elk City Business, the Elk City Entities and their financial condition, operations, status, properties and assets; provided, however, that (i) Buyer and the Buyer Representatives will not request information, or otherwise contact, any officer, director or employee of Seller or any of Seller’s Affiliates without arranging such contact with either Xxxxx Xxxxxx or Xxxxxx X. Xxxxxxx, and (ii) such investigation shall be conducted in a manner that does not unreasonably interfere with the normal operations of the Elk City Entities. Seller will, and will cause the Elk City Entities to, cause their respective counsel, accountants, financial advisors, employees, agents and other authorized representatives (the “Seller Representatives”) to be available to Buyer and the Buyer Representatives at all reasonable times, during normal business hours and upon reasonable prior notice, for such purposes. Seller shall have the right to have a Seller Representative present at all times during any such inspections, interviews and examinations. Additionally, Buyer shall, and shall cause the Servicer Buyer Representatives to, at its hold in confidence all such information provided to Buyer or the Servicer’s own expenseBuyer Representatives pursuant to this Section 5.7 on the terms and subject to the conditions contained in the Confidentiality Agreement. (b) Notwithstanding the foregoing, during normal business hoursBuyer shall have no right of access to, from time and Seller shall have no obligation to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines provide to be appropriate: Buyer, information relating to (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized bids received from others in connection with the collection, processing transactions contemplated by this Agreement (or servicing of the Transferred Receivables), facilities, advisors similar transactions) and employees information and analyses (including officersfinancial analyses) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent bids or (ii) an Incipient Termination Event any information the disclosure of which would result in a violation of Law. To the extent reasonably practicable, Seller and Buyer shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restriction of the preceding sentence applies. (c) Buyer shall indemnify the Seller Indemnified Parties and their respective representatives, and save them harmless, effective as and from the date hereof, from and against any Damages that they or any of them may suffer or incur, or that may be made or brought against any of them, as a Termination Event shall have occurred and be continuingresult of, then in respect of, or arising out of any injury to the Borrower person or property of Buyer or the Buyer Representatives as a result of, or in connection with any site visits or inspections of the assets or properties of any Seller Indemnified Party. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 5.7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION; PROVIDED, THAT IN NO EVENT SHALL BUYER BE REQUIRED TO INDEMNIFY ANY SELLER INDEMNIFIED PARTY UNDER THIS SECTION 5.7 FOR ANY DAMAGES RESULTING FROM, IN RESPECT OF OR ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PARTY. (d) As soon as reasonably practicable following the Closing, Seller shall, and shall cause in accordance with the Servicer toterms of the applicable confidentiality agreement, at its own expenserequest from each bidder that entered into a confidentiality agreement with Seller or one of Seller’s Affiliates regarding the possible acquisition by such bidder of the Equity Interests or the Assets, provide that such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access bidder return to the suppliers Elk City Entities any and customers all confidential information relating to any of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available Elk City Entities previously furnished to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch bidder.

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

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

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

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

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

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

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

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

Access. The (a) Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenderstime, the Managing Agents, permit the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, or any agents or representatives thereof, within a reasonable time after written notification of the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents same during normal business hours to inspect, audit (a) examine and make extracts abstracts from the records and books of account of Borrower and each of its books and records, including all RecordsRestricted Subsidiaries, (iiib) permit each other than following the occurrence of an Event of Default that is continuing, not more than once in any Fiscal Year visit the Lendersproperties of Borrower and such Restricted Subsidiaries, (c) discuss the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts of Borrower and each of its Restricted Subsidiaries with any of its officers, directors, employees, representatives their respective officers or agents directors and (in each case, d) communicate directly with those persons having knowledge of such matters) and with its independent any certified public accountantsaccountants (including Borrower’s Accountants); provided that representatives of Borrower may be present during any such examinations, visits, discussions and communications. If Borrower and each of its Restricted Subsidiaries shall authorize its certified public accountants (iincluding Borrower’s Accountants) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from to disclose to the Administrative Agent or any Managing Agent Lender any and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agentfinancial statements, as the Administrative Agent may or any Lender reasonably requests from time Borrower or any of such Restricted Subsidiaries. Notwithstanding anything to time requestthe contrary, to obtain records from any service bureau or other Person that maintains records for none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the Servicerinspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) During the course of the above-described visits, inspections, examinations and discussions, representatives of the Administrative Agent and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively, “HIPAA”), or other confidential information relating to healthcare patients whether protected under HIPAA or otherwise (collectively, the “Confidential Healthcare Information”). The Borrower or any Restricted Subsidiary shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure of Confidential Healthcare Information to representatives of the Administrative Agent or the Lenders for their “healthcare operations” purposes only to the extent permissible under applicable laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA and its “minimum necessary” provision. Unless otherwise required by law, the Administrative Agent, the Lenders and their respective representatives shall maintain duplicate records not require or supporting documentation on media, including computer tapes and discs owned by perform any act that would cause the Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the Servicerprivacy rights of healthcare patients, including, without limitation, HIPAA.

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

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

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

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

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

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

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

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

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

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

Access. The Borrower Each Credit Party that is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two three Business Days’ ' prior notice as frequently as the Administrative Agent determines Agents reasonably determine to be appropriate: (ia) provide the Lenders, the Managing Agents, the Administrative Agent Agents and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of each Credit Party and to the Borrower Collateral, (iib) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents agents, to inspect, audit examine and make extracts from its any Credit Party's books and records, including all Records, and (iiic) permit each of the LendersAgents, the Managing Agents and the Administrative Agent and their respective officers, employees and agents agent, (including third party appraisers selected by Agents) to appraise, inspect, review review, evaluate and evaluate the Transferred Receivables make test verifications and the Borrower Collateral and (iv) permit each counts of the LendersAccounts, the Managing Agents Inventory and the Administrative Agent and their respective officers, employees and agents to discuss matters relating other Collateral of any Credit Party. Notwithstanding other provisions of this Agreement to the Transferred Receivables contrary, Borrowers shall pay all costs and expenses incurred or its performance under paid by Agents in conducting no more than two (2) field examinations per year, as described in more detail in the Agent Fee Letter; provided, however, that after the occurrence of a Default, which is not reasonably capable of being cured, or Event of Default, there shall be no such limitation on Borrowers' payment obligations, and Borrowers shall pay all costs and expenses (described in the Agent Fee Letter) incurred by Agents in conducting any and all field examinations made by Agents. Notwithstanding the preceding limitation on Borrowers' payment obligations, nothing in this Agreement Section shall limit or impair the other Related Documents or its affairs, finances and accounts with any rights of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge Agents to conduct such number of such matters) and with its independent certified public accountantsfield examinations as Agents may determine. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights a Default, which is not reasonably capable of being cured, or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have of Default has occurred and be is continuing, then or if access is necessary to preserve or protect the Borrower shallCollateral as reasonably determined by Agents, and each such Credit Party shall cause the Servicer to, at its own expense, provide such access to Agents and to each Lender at all times and without prior notice from the Administrative Agent or advance notice. Furthermore, so long as any Managing Agent Event of Default has occurred and is continuing, Borrowers shall provide the Administrative Agent Agents and any Managing Agent each Lender with access to the suppliers and customers of the Borrower and the Servicertheir servicers. The Borrower shall, and Each Credit Party shall cause the Servicer to, make available to the Administrative Agent Agents and its their counsel, as quickly as is reasonably possible under the circumstances, originals or copies of all books and records, including Records, records that the Administrative Agent Agents may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Credit Party shall deliver any document or instrument necessary for the Administrative AgentAgents, as the Administrative Agent they may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicersuch Credit Party, and shall maintain duplicate records or supporting documentation on traditional or electronic media, including including, at such Credit Party's option, computer tapes and discs owned by such Credit Party. Such duplicate records shall be kept at an owned location or a location with respect to which Administrative Agent has received a satisfactory landlord waiver. Administrative Agent will give Borrowers at least three Business Days' prior notice (written or oral) of regularly scheduled field exams. Representatives of other Lenders may accompany Agents' representatives on regularly scheduled field exams at no charge to Borrowers. Notwithstanding the Borrower foregoing, Agents and Lenders will use commercially reasonable efforts to conduct all activities described in this Section in a manner that does not interfere in any material respect with the business operations of any Credit Party or the Servicerany servicer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Access. The Administrative Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, permit the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, or any agents or representatives thereof, promptly after written notification of the Managing Agentssame (except that during the continuance of an Event of Default, no such notice shall be required) to (a) examine and make copies of and abstracts from the records and books of account of the Administrative Agent Borrower and any each of their respective officers, employees its Subsidiaries and agents to inspect, audit and make extracts from its books and records, including all RecordsJoint Ventures, (iiib) permit visit the properties of the Administrative Borrower and each of its Subsidiaries and Joint Ventures, (c) discuss the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts of the Administrative Borrower and each of its Subsidiaries and Joint Ventures with any of their respective officers or directors and (d) communicate directly with any of the Borrower’s certified public accountants and other professionals retained by the Administrative Borrower, its officersSubsidiaries and Joint Ventures and hereby instructs (on behalf of itself, directors, employees, representatives or agents its Subsidiaries and Joint Ventures) such accountants and other professionals to cooperate with and provide information to the Administrative Agent (in each case, with those persons having knowledge of other than any such matters) and with communication which is subject to attorney-client privilege). The Administrative Borrower shall authorize its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from accountants to disclose to the Administrative Agent or any Managing Agent and provide Lender during the Administrative Agent and any Managing Agent with access to the suppliers and customers continuance of an Event of Default of the Borrower type described in Section 9.1(a) or (b) any and the Servicer. The Borrower shall, all Financial Statements and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies other information of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agentkind, as the Administrative Agent or any Lender reasonably requests from the Administrative Borrower and that such accountants may from time have with respect to time requestthe business, to obtain records from any service bureau financial condition, results of operations or other Person that maintains records for affairs of the Administrative Borrower or the Servicer, any of its Subsidiaries and Joint Ventures. Provisions in this Section 6.8 with respect to Joint Ventures shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned apply to Joint Ventures managed by the Administrative Borrower or any of its Subsidiaries and in all other cases shall apply only to the Servicerextent of information received by the Administrative Borrower or any of its Subsidiaries from the Joint Venture.

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

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

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

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