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

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy, as well as with this Agreement and may conduct an audit of the Collateral, Required Asset Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian shall provide to the Administrative Agent and each Purchaser Agent access to the Required Asset Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Purchaser Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Purchaser Agent, the Administrative Agent and each Purchaser Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy, as well as with this Agreement and may conduct an audit of the Collateral, Required Asset Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Manager, the Borrower and the Custodian shall provide to the Administrative Agent access to the Required Asset Related Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge (but, with respect to the Custodian, at the expense of the Borrower) but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Prior From time to the Closing Date and periodically thereafter time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement ARTICLE XI and may conduct an audit of the Collateral, Required Asset and Related Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. . (b) Without limiting the foregoing provisions of this Section 8.1014.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Related Documents and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.107.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral. Notwithstanding the foregoing provisions of this Section 7.10, only one review or audit per fiscal year pursuant to this Section 7.10 shall be at the expense of the Borrower and additional reviews or audits in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews or audits, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Custodian Manager, the Borrower and the Collateral Agent shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent is required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Secured PartiesCollateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s, the Borrower’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter Periodically, at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews per fiscal year at a cost of $35,000 per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any such reviews, regardless of frequency or expense, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Custodian Manager, the Borrower and the Collateral Agent shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent is required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Secured PartiesCollateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s, the Borrower’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter Periodically, at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Custodian Manager, the Borrower and the Collateral Agent shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent is required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Secured PartiesCollateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded afforded, without charge charge, but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s, the Borrower’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative AgentAgent and each Lender, the Administrative Agent and each Lender may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection PolicyCollateral Manager Standard, as well as with this Agreement and may conduct an audit of the Collateral, and Required Asset Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Underlying Instruments and the Required Asset Loan Documents and all other documentation in its possession regarding the Collateral. Up to three (3) such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each such requesting Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when such requesting Lenders desiring to participate in such review may be included. Prior to the Closing A&R Effective Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement ARTICLE VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.107.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral. Up to two such reviews or audits per fiscal year shall be at the expense of the Borrower and additional reviews or audits in any fiscal year shall be at the expense of the Administrative Agent; provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews or audits, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation in the possession of the Custodian regarding the Collateral including in such cases where the Administrative Agent is required may direct the Custodian in connection with the enforcement of the rights or interests of the Secured PartiesCustodian hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two five (5) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter Periodically, at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, and Required Asset Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. . (b) Without limiting the foregoing provisions of this Section 8.1013.6(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a conduct review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews per each twelve month rolling period at a cost of $100,000 per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any such reviews, regardless of frequency or expense, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian shall provide to the Administrative Agent and each Purchaser Agent access to the Required Asset Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Purchaser Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Purchaser Agent, the Administrative Agent and each Purchaser Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy, as well as with this Agreement and may conduct an audit of the Collateral, Required Asset Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian Trustee shall provide to the Administrative Agent and each Purchaser Agent access to the Required Asset Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Purchaser Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Purchaser Agent, the Administrative Agent and each Purchaser Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection PolicyPolicy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral, Collateral and Required Asset Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Prior to the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall be required to bear the expense of no more than two such reviews within any 12-month period and any additional reviews shall be at the expense of the Administrative Agent and each Purchaser Agent. On and after the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall be required to bear the expense of all such reviews. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s Collateral Manager's and Collateral Custodian’s 's normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent and each Lender may review the Servicer’s Collateral Manager's collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection PolicyCollateral Management Standard, as well as with this Agreement and may conduct an audit of the Collateral, and Required Asset Loan Documents in conjunction with such a review. Such review (which audit (x) shall be reasonable in scope coordinated by the Administrative Agent and shall be completed in (y) may take the form of a reasonable period of timebank meeting). Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s Borrower's expense, a review of the Required Asset Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian shall provide to the Administrative Agent and each Lender Agent access to the Required Asset Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the Administrative Agent and each Lender Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection PolicyServicing Standard, as well as with this Agreement and may conduct an audit of the Collateral, and Required Asset Loan Documents in conjunction with such a review. Such review (which audit (x) shall be reasonable in scope coordinated by the Administrative Agent and (y) may take the form of a bank meeting); provided that, prior to the occurrence and continuation of a Termination Event or an Unmatured Termination Event, the Borrower shall be completed in a reasonable period of timeobligated to pay for only one (1) such audits per annum. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the ServicerBorrower’s expense, a review of the Required Asset Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Custodian Manager, the Borrower and the Collateral Agent shall provide to the Administrative Agent access to documentation in the Required Asset Documents and all other documentation possession of such Persons regarding the Collateral including in such cases where the Administrative Agent is required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Secured PartiesCollateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s, the Borrower’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter Periodically, at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents Collateral in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Documents and all other documentation regarding the Collateral. Up to two (2) such reviews per fiscal year at a cost of $100,000 per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any such reviews, regardless of frequency or expense, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Custodian Manager, the Borrower and the Collateral Agent shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent is required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Secured PartiesCollateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s, the Borrower’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter Periodically, at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral. Up to one such review per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Prior From time to the Closing Date and periodically thereafter time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions The fees and expenses of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian incurred under Section 7.10 shall permit certified public accountants or other auditors acceptable to be borne by the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Documents and all other documentation regarding the CollateralBorrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing A&R Effective Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement ARTICLE VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.107.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian Trustee shall provide to the Administrative Agent and each Lender access to the Required Asset Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative AgentAgent and each Lender, the Administrative Agent and each Lender may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection PolicyPolicy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral, Collateral and Required Asset Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Prior to the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall be required to bear the expense of no more than two such reviews within any 12-month period and any additional reviews shall be at the expense of the Administrative Agent and each Lender. On and after the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall be required to bear the expense of all such reviews. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Manager, the Borrower and the Custodian shall provide to the Administrative Agent access to the Required Asset Related Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge (but, with respect to the Custodian, at the expense of the Borrower) but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Prior From time to the Closing Date and periodically thereafter time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement ARTICLE XI and may conduct an audit of the Collateral, Required Asset and Related Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. . (b) Without limiting the foregoing provisions of this Section 8.1014.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Related Documents and all other documentation regarding the Collateral.the

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian Trustee shall provide to the Administrative Agent and each Lender Agent access to the Required Asset Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the Administrative Agent and each Lender Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection PolicyPolicy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral, Collateral and Required Asset Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Prior to the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall be required to bear the expense of no more than two such reviews within any 12-month period and any additional reviews shall be at the expense of the Administrative Agent and each Lender Agent. On and after the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall be required to bear the expense of all such reviews. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The InvestmentCollateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerInvestmentCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Prior From time to the Closing Date and periodically thereafter time at the [Investcorp] Loan and Security Agreement discretion of the Administrative Agent, the Administrative Agent may review the ServicerInvestmentCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer InvestmentCollateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions The fees and expenses of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian incurred under Section 7.10 shall permit certified public accountants or other auditors acceptable to be borne by the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Documents and all other documentation regarding the CollateralBorrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Document Custodian shall provide to the Administrative Lead Lender and the Collateral Agent access to the Required Asset Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Lead Lender and/or the Collateral Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral Document Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative AgentLead Lender, the Administrative Agent Lead Lender and each Lender may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection PolicyCollateral Management Standard, as well as with this Agreement and may conduct an audit of the Collateral, and Required Asset Loan Documents in conjunction with such a review. Such review (which audit (x) shall be reasonable in scope coordinated by the Lead Lender and shall be completed in (y) may take the form of a reasonable period of timebank meeting). Without limiting the foregoing provisions of this Section 8.108.9, from time to time on request of the Administrative AgentLead Lender, the Collateral Document Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent Lead Lender to conduct, at the ServicerBorrower’s expense, a review of the Required Asset Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Custodian Manager, the Borrower and the Collateral Agent shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral CustodianAgent’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Prior From time to the Closing Date and periodically thereafter time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents the Underlying Instruments, and the information contained in the Borrowing Base Certificates and Payment Date Reports in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting The fees and expenses of the foregoing provisions of Collateral Agent incurred under this Section 8.10, from time to time on request 7.8 shall be borne by the Borrower; provided that so long as no Event of the Administrative AgentDefault has occurred and is continuing, the Collateral Custodian Borrower shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Documents be responsible for all costs and all other documentation regarding the Collateralexpenses for only one (1) such visit per fiscal year.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Administrator, the Seller, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Administrator’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Administrator’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Administrator with the Credit and Collection Policy, as well as with this Agreement ARTICLE VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.107.10, from time to time (not to exceed one (1) time per fiscal quarter) on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the ServicerBorrower’s expense, a review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Collateral Manager, the Loan Parties and the Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy, as well as with this Agreement Article VI and may conduct an audit of the Collateral, Required Asset Documents and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.107.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, conduct a review of the Required Asset Documents Underlying Instruments and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Loan Parties and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Loan Parties.