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. The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents Receivable Files and all other documentation regarding the Collateral including in such cases where the Administrative Agent is and each Lender are 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 (ia) upon two Business Days Days’ prior written request, (iib) during normal business hours and (iiic) subject to the Borrower’s, 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 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 Documents Receivable Files in conjunction with such a review. Such review The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be reasonable in scope at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall be completed in a reasonable period of timeoccur no more than twice per calendar year. 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 initial Servicer’s expense, a review of the Required Asset Documents Receivable Files 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 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 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. 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 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 Collateral Management Agreement 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 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 this Section 6.8 shall permit certified public accountants or other auditors acceptable to be borne by the Administrative Agent to conductBorrower; provided that so long as no Event of Default has occurred and is continuing, at the Servicer’s expense, a review of the Required Asset Documents Borrower shall 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 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 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. 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. 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 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 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 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, 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 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. 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 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 this Section 7.8 shall permit certified public accountants or other auditors acceptable to be borne by the Administrative Agent to conductBorrower; provided that so long as no Event of Default has occurred and is continuing, at the Servicer’s expense, a review of the Required Asset Documents Borrower shall 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. (a) The Collateral Manager, the Borrower and the Collateral Custodian shall shall, at the Borrower’s expense, 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 the Underlying Instruments, and the information contained in the Borrower 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 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 this Section 7.10 shall permit certified public accountants or other auditors acceptable to be borne by the Administrative Agent to conductBorrower; provided that so long as no Event of Default has occurred and is continuing, at the Servicer’s expense, a review of the Required Asset Documents Borrower shall be responsible for all costs and all other documentation regarding the Collateralexpenses for only one such visit per fiscal year.

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.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Custodian Manager, the Collateral Administrator and the Document Custodian, as applicable, shall provide to the Administrative Agent access to the Required Asset Related Documents and all other documentation regarding the Collateral in the possession of or under the control of the Document Custodian or the Collateral Administrator, as applicable, 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 regulationsApplicable Law, to review such documentation, such access being afforded without charge (but, with respect to the Document Custodian and the Collateral Administrator, at the expense of the Borrower) but only (i) upon two Business Days Days’ prior written request, (ii) during normal business hours and (iii) subject to the ServicerCollateral Manager’s, the Collateral Administrator’s and Collateral Document 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. 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.133

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Collateral Custodian Trustee shall provide to the Administrative Agent access to the Required Asset Documents Underlying Instruments and all other documentation in the possession of the Trustee regarding the Collateral including in such cases where the Administrative Agent is required may direct the Trustee in connection with the enforcement of the rights or interests of the Secured PartiesTrustee 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 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, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with Article VI, may have access to the Credit Underlying Instruments and Collection Policy, as well as all other documentation in the possession of the Servicer regarding the Collateral in connection with this Agreement the enforcement of rights hereunder or to review such documentation 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 Prior to the foregoing provisions occurrence of this Section 8.10an Event of Default or Default, from time the Servicer shall be required to time on request 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, 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 Collateraleach Lender.

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. 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 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 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. 112 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. 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 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 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 this Section 7.8 shall permit certified public accountants or other auditors acceptable to be borne by the Administrative Agent to conductBorrower; provided that so long as no Event of Default has occurred and is continuing, at the Servicer’s expense, a review of the Required Asset Documents Borrower shall 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 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.