Common use of Keeping of Records and Books of Account; Inspection Rights Clause in Contracts

Keeping of Records and Books of Account; Inspection Rights. (i) The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliates, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (i) representatives of such Person may be present at any such discussion and (ii) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Party that prohibits the disclosure of such third party’s information to Administrative Agent may be redacted from the information provided to Administrative Agent pursuant to this Section 5.1(d), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable (and in any event not less than two (2) Business Days’) advance written notice from Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one year and (y) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) inspection or audit in any calendar year. (ii) In connection with the foregoing paragraph, Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instruments, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; and (ii) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of Transferor and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of Administrative Agent to visit and inspect any of the properties of Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hours. The Borrower shall reimburse Administrative Agent for any expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each field audit of Transferor, the Borrower or any other FS/KKR Party or Person performed by personnel employed by Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of Transferor, Borrower, any other FS/KKR Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Lxxxxx’s expense, accompany Administrative Agent in the case of such physical inspections.

Keeping of Records and Books of Account; Inspection Rights. (i) The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP GAAP, subject to the absence of footnotes and normal year-end audit adjustments, and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Administrator Custodian to visit and inspect any of its properties or the properties of its Affiliates, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (iA) representatives of such Person may be present at any such discussion and (iiB)(1) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Loan Party that prohibits the disclosure of such third party’s information to the Administrative Agent Agent, (2) material and affairs protected by the attorney-client privilege, and (3) material which such Person may not disclose without violation of any Applicable Law may be redacted or excluded from the information provided to the Administrative Agent pursuant to this Section 5.1(d)), all at the expense of the Transferor and the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable (and in any event not less than two (2) Business Days’) advance written notice from the Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one (1) year and (y) Transferor and the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) inspection or audit in any calendar year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Xxxxxx’s expense, accompany the Administrative Agent in the case of such physical inspections. (ii) In connection with the foregoing paragraphclause (i), the Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (iA) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instrumentscontinuing, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; , and (iiB) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Loan Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of the Transferor and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of the Administrative Agent to visit and inspect any of the properties of the Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hours. The Borrower shall reimburse the Administrative Agent for any reasonable and documented out-of-pocket expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) a fee reasonable and documented fees of $1,000.00 per day, per auditorthe auditors, plus reasonable and documented out-of-pocket expenses for each field audit of the Transferor, the Borrower or any other FS/KKR Loan Party or Person performed by personnel employed by the Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of the Transferor, the Borrower, any other FS/KKR Loan Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Transferor, the Collateral Manager and the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one (1) year. For purposes ; provided that the exercise of clarityany combination of rights pursuant to this Section 5.1(d)(i) and (ii), any Lender or its designated representatives having requested to attend in by the case of physical inspections may, at such Lxxxxx’s expense, accompany Administrative Agent shall constitute a single audit or appraisal. Notwithstanding anything herein to the contrary, the Borrower, the Transferor and the Collateral Manager shall not, unless an Event of Default has occurred and is continuing, be required to pay a combined total amount of more than $150,000 in the case of such physical inspectionsany twelve-month period in connection with audits or appraisals conducted pursuant to this Section 5.1(d)(i) or (ii).

Keeping of Records and Books of Account; Inspection Rights. (i) i. The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliatesproperties, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (iA) representatives of such Person may be present at any such discussion discussion, (B) none of the Loan Parties or their Affiliates shall be required to furnish access to or otherwise disclose any (x) material or affairs protected by the attorney-client privilege or (y) material or affairs which such Person may not disclose without violating any Applicable Law, and (iiC) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Loan Party that prohibits the disclosure of such third party’s information to the Administrative Agent may be redacted from the information provided to the Administrative Agent pursuant to this Section 5.1(d)), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desireddesired (subject to the limitations set forth in clause (iii) below), upon reasonable (and in any event not less than two one (21) Business Days’Day’s) advance written notice from the Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one (1) year and (y) the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) inspection or audit in any calendar year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Xxxxxx’s expense, accompany the Administrative Agent in the case of such physical inspections. (ii) . In connection with the foregoing paragraphclause (i), the Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (iA) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instrumentscontinuing, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; , and (iiB) from time to time, subject to the limitations set forth in clause (iii) below, upon reasonable (and in any event not less than one (1) Business Day’s) advance noticewritten notice and during normal business hours, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each . For purposes of Transferor and clarity, any Lender or its designated representatives having requested to attend in the Borrower shallcase of physical audits may, and shall cause at such Xxxxxx’s expense, accompany the Collateral Manager to permit any designated representative of Administrative Agent to visit in the case of such physical audits. iii. So long as no Event of Default shall have occurred and inspect be continuing (at which time no limits shall apply), no more than two (2) inspections and audits under clauses (i) and (ii)(B) above shall be conducted in any of the properties of Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hoursone (1) year. iv. The Borrower shall reimburse the Administrative Agent for any reasonable and documented out-of-pocket expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections and field audits contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each inspection and field audit of the Transferor, the Borrower or any other FS/KKR Loan Party or Person performed by personnel employed by the Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform inspections and field audits of the Transferor, the Borrower, any other FS/KKR Loan Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; providedprovided that, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) inspection, field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one (1) year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such LxxxxxXxxxxx’s expense, accompany the Administrative Agent in the case of such physical inspections.

Keeping of Records and Books of Account; Inspection Rights. (i) The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliates, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (i) representatives of such Person may be present at any such discussion and (ii) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Party that prohibits the disclosure of such third party’s information to Administrative Agent may be redacted from the information provided to Administrative Agent pursuant to this Section 5.1(d), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable (and in any event not less than two (2) Business Days’) advance written notice from Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one year and (y) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) inspection or audit in any calendar year.. [FS Investment] Loan and Security Agreement (ii) In connection with the foregoing paragraph, Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instruments, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; and (ii) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of Transferor and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of Administrative Agent to visit and inspect any of the properties of Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hours. The Borrower shall reimburse Administrative Agent for any expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each field audit of Transferor, the Borrower or any other FS/KKR Party or Person performed by personnel employed by Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of Transferor, Borrower, any other FS/KKR Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such LxxxxxLender’s expense, accompany Administrative Agent in the case of such physical inspections.. [FS Investment] Loan and Security Agreement

Keeping of Records and Books of Account; Inspection Rights. (i) The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliates, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (iA) representatives of such Person may be present at any such discussion and (iiB)(1) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Loan Party that prohibits the disclosure of such third party’s information to the Administrative Agent Agent, (2) material and affairs protected by the attorney-client privilege, and (3) material which such Person may not disclose without violation of any Applicable Law may be redacted or excluded from the information provided to the Administrative Agent pursuant to this Section 5.1(d)), all at the expense of the Transferor and the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable (and in any event not less than two (2) Business Days’) advance written notice from the Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections inspections, visitations, examinations, appraisals and audits conducted pursuant to this Section 5.1(d)(i) or audits (ii), in the aggregate, shall be conducted in any one year and (y) Transferor and the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) inspection such inspection, visitation, examination, appraisal or audit conducted pursuant to this Section 5.1(d)(i) or (ii), in the aggregate, in any calendar year; provided that the exercise of any combination of rights pursuant to this Section 5.1(d)(i) and (ii), by Administrative Agent shall constitute a single inspection, visitation, examination, appraisal and audit. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Xxxxxx’s expense, accompany the Administrative Agent in the case of such physical inspections. (ii) In connection with the foregoing paragraphclause (i), the Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (iA) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereundercontinuing, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand thereforto, to the extent the Borrower has such right under the applicable Underlying Instruments, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; , provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; so and (iiB) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Loan Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of the Transferor and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of the Administrative Agent to visit and inspect any of the properties of the Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hourshours (provided, that (A) representatives of such Person may be present at any such discussion and (B)(1) any third party’s confidential information subject to a confidentiality agreement with a Loan Party that prohibits the disclosure of such third party’s information to the Administrative Agent, (2) material and affairs protected by the [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 attorney-client privilege, and (3) material which such Person may not disclose without violation of any Applicable Law may be redacted or excluded from the information provided to the Administrative Agent pursuant to this Section 5.1(d) (provided that, to the extent the immediately preceding proviso prohibits disclosure of information reasonably necessary for the Administrative Agent to determine whether a Loan constitutes an Eligible Loan hereunder, such Loan shall be ineligible until such time as information is available for the Administrative Agent to make such determination)). The Borrower shall reimburse the Administrative Agent for any reasonable and documented out-of-pocket expense incurred in the exercise of the foregoing provisionsprovisions to the extent reimbursable under Section 12.9. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each field audit of the Transferor, the Borrower or any other FS/KKR Loan Party or Person performed by personnel employed by the Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of the Transferor, the Borrower, any other FS/KKR Loan Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; provided, that so . So long as no Event of Default shall have occurred and be continuing, (x) the Transferor, the Collateral Manager and the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) field such inspection, visitation, examination, appraisal or audit conducted pursuant to this Section 5.1(d)(i) or appraisal of the Collateral(ii), in either casethe aggregate, in any calendar year and (y) no more than two (2) such field inspections, visitations, examinations, appraisals and audits and appraisals conducted pursuant to this Section 5.1(d)(i) or (ii), in the aggregate, shall be conducted in any one year. For purposes ; provided that the exercise of clarityany combination of rights pursuant to this Section 5.1(d)(i) and (ii), any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Lxxxxx’s expense, accompany by Administrative Agent shall constitute a single inspection, visitation, examination, appraisal and audit. Notwithstanding anything herein to the contrary, the Borrower, the Transferor and the Collateral Manager shall not, unless an Event of Default has occurred and is continuing, be required to pay a combined total amount of more than $100,000 in the case of such physical any twelve-month period in connection with inspections, visitations, examinations, appraisals and/or audits conducted pursuant to this Section 5.1(d)(i) or Section 5.1(d)(ii).

Keeping of Records and Books of Account; Inspection Rights. (i) 1. The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliates, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (i) representatives of such Person may be present at any such discussion and (ii) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Party that prohibits the disclosure of such third party’s information to Administrative Agent may be redacted from the information provided to Administrative Agent pursuant to this Section 5.1(d), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable (and in any event not less than two (2) Business Days’) advance written notice from Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one year and (y) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) inspection or audit in any calendar year. (ii) 2. In connection with the foregoing paragraph, Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instruments, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; and (ii) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of Transferor and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of Administrative Agent to visit and inspect any of the properties of Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hours. The Borrower shall reimburse Administrative Agent for any expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each field audit of Transferor, the Borrower or any other FS/KKR Party or Person performed by personnel employed by Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of Transferor, Borrower, any other FS/KKR Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such LxxxxxXxxxxx’s expense, accompany Administrative Agent in the case of such physical inspections.

Keeping of Records and Books of Account; Inspection Rights. (i) The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor Transferor, the Equityholder and the Collateral Manager will permit representatives and agents of the Administrative Agent Agent, the Collateral Custodian or the Collateral Administrator Document Agent to (subject to delivery of standard confidentiality agreements) visit and inspect any of its properties or the properties of its Affiliates, to examine it its and its Affiliates Affiliates’ corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts the same with its directors and officers (provided, provided that (iA) representatives of such Person may be present at any such discussion and (iiB) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Loan Party that prohibits the disclosure of such third party’s information to the Administrative Agent may be redacted from the information provided to the Administrative Agent pursuant to this Section 5.1(d)), all at the expense of the Transferor, the Equityholder and the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable (and in any event not less than two (2) Business Days’) advance written notice from the Administrative Agent to such Person; provided, provided that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one (1) year and (y) the Transferor, the Equityholder and the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) inspection or audit in any calendar year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Xxxxxx’s expense, accompany the Administrative Agent in the case of such physical inspections. (ii) In connection with the foregoing paragraphclause (i), the Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (isubject to delivery of standard confidentiality agreements) (A) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instrumentscontinuing, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; , and (iiB) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Loan Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of Transferor the Transferor, the Equityholder and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of the Administrative Agent to visit and inspect any of the properties of the Transferor, the Equityholder, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and CollateralCollateral as it relates to this Agreement, during normal business hours. The Borrower shall reimburse the Administrative Agent for any expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each field audit of the Transferor, the Equityholder, the Borrower or any other FS/KKR Loan Party or Person performed by personnel employed by the Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of the Transferor, the Equityholder, the Borrower, any other FS/KKR Loan Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; providedprovided that, that so long as no Event of Default shall have occurred and be continuing, (x) Transferor, the Equityholder and the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one (1) year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such LxxxxxXxxxxx’s expense, accompany the Administrative Agent in the case of such physical inspections.

Keeping of Records and Books of Account; Inspection Rights. (i) The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor Fund and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliatesproperties, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (iA) representatives of such Person may be present at any such discussion discussion, (B) none of the Loan Parties or their Affiliates shall be required to furnish access to or otherwise disclose any (x) material or affairs protected by the attorney-client privilege or (y) material or affairs which such Person may not disclose without violating any Applicable Law, and (iiC) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Loan Party that prohibits the disclosure of such third party’s information to the Administrative Agent may be redacted from the information provided to the Administrative Agent pursuant to this Section 5.1(d)), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desireddesired (subject to the limitations set forth in clause (iii) below), upon reasonable (and in any event not less than two one (21) Business Days’Day’s) advance written notice from the Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one (1) year and (y) the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) inspection or audit in any calendar year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Lender’s expense, accompany the Administrative Agent in the case of such physical inspections. (ii) In connection with the foregoing paragraphclause (i), the Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (iA) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instrumentscontinuing, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; , and (iiB) from time to time, subject to the limitations set forth in clause (iii) below, upon reasonable (and in any event not less than one (1) Business Day’s) advance noticewritten notice and during normal business hours, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each . For purposes of Transferor and clarity, any Lender or its designated representatives having requested to attend in the Borrower shallcase of physical audits may, and shall cause at such Lender’s expense, accompany the Collateral Manager to permit any designated representative of Administrative Agent to visit in the case of such physical audits. (iii) So long as no Event of Default shall have occurred and inspect be continuing (at which time no limits shall apply), no more than two (2) inspections and audits under clauses (i) and (ii)(B) above shall be conducted in any of the properties of Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hours. one (1) year. (iv) The Borrower shall reimburse the Administrative Agent for any reasonable and documented out-of-pocket expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections and field audits contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each inspection and field audit of Transferorthe Fund, the Borrower or any other FS/KKR Loan Party or Person performed by personnel employed by the Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform inspections and field audits of Transferorthe Fund, the Borrower, any other FS/KKR Loan Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; providedprovided that, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) inspection, field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one (1) year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Lxxxxx’s expense, accompany Administrative Agent in the case of such physical inspections.

Keeping of Records and Books of Account; Inspection Rights. (i) The Borrower will keep proper books of record and account in which full, true and correct entries in conformity accordance with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activitiesGAAP. The Borrower, the Transferor and the Collateral Manager Borrower will permit representatives and agents of designated by the Administrative Agent or the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliatesproperties, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, Collateral included in the Eligible Loans, and make copies of the Required Loan DocumentsBorrowing Base, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (i) representatives and advisers of such Person the Borrower may be present at any such inspection or discussion and (ii) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Party the Borrower that prohibits the disclosure of such third party’s information to Administrative Agent may be redacted from the information provided to Administrative Agent pursuant to this Section 5.1(d)), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable (and in any event not less than two (2) Business Days’) advance written notice from Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply)continuing, (x) no more than two (2) such inspections or audits shall be conducted in any one year and (y) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) inspection or audit in any calendar year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Lender’s expense, accompany Administrative Agent in the case of such physical inspections. (ii) In connection with the foregoing paragraph, the Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instrumentscontinuing, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; and (ii) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of Transferor and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of Administrative Agent to visit and inspect any of the properties of Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hours. The Borrower shall reimburse Administrative Agent for any expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 1,000 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each field audit of Transferor, the Borrower or any other FS/KKR Party or Person performed by personnel employed by Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of Transferor, Borrower, any other FS/KKR Party or the Collateral Manager Borrower or to appraise the CollateralCollateral included in the Borrowing Base, or any portion thereof; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such Lxxxxx’s expense, accompany Administrative Agent in the case of such physical inspections.

Keeping of Records and Books of Account; Inspection Rights. (i) The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliates, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (i) representatives of such Person may be present at any such discussion and (ii) any third party’s confidential information subject to a confidentiality agreement with a FS/KKR Party that prohibits the disclosure of such third party’s information to Administrative Agent may be redacted from the information provided to Administrative Agent pursuant to this Section 5.1(d), all at the expense of the Borrower and at such reasonable times during normal business hours and [FS Investment] Loan and Security Agreement as often as may be reasonably desired, upon reasonable (and in any event not less than two (2) Business Days’) advance written notice from Administrative Agent to such Person; provided, that when an Event of Default exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one year and (y) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) inspection or audit in any calendar year. (ii) In connection with the foregoing paragraph, Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) at any time that an Event of Default has occurred and is continuing and following delivery of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent the Borrower has such right under the applicable Underlying Instruments, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so; and (ii) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any FS/KKR Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of Transferor and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of Administrative Agent to visit and inspect any of the properties of Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hours. The Borrower shall reimburse Administrative Agent for any expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented out-of-pocket expenses for each field audit of Transferor, the Borrower or any other FS/KKR Party or Person performed by personnel employed by Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of Transferor, Borrower, any other FS/KKR Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one year. For purposes of clarity, any Lender or its designated representatives having requested to attend in the case of physical inspections may, at such LxxxxxLender’s expense, accompany Administrative Agent in the case of such physical inspections.. [FS Investment] Loan and Security Agreement