Common use of Access Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Access. The Borrower shallFor so long as OEP owns at least 10% of the issued and outstanding Common Shares on a Fully Diluted Basis, and the Executive Shareholders shall cause the Servicer to, at Company and its or Subsidiaries to afford to OEP and its employees and other authorized representatives of OEP (the Servicer’s own expense“Representatives”), during normal business hours, from time access, upon reasonable advance notice, to time upon two Business Days’ prior notice all of the books, records and properties of the Company or its Subsidiaries, as frequently applicable, and to make copies of such records. Each of the Executive Shareholders shall also cause the Company and its Subsidiaries to cause employees, members of management and advisors to the Company and its Subsidiaries to provide, as requested by OEP or its Representatives, any and all information relating to the Administrative Agent determines to be appropriate: (i) provide the LendersCompany, the Managing Agents, the Administrative Agent its Subsidiaries and any of their respective officersoperations. Each of the Executive Shareholders shall cause the Company and its Subsidiaries to instruct its accounting firm and auditor to discuss such aspects of the financial condition of the Company or its Subsidiaries, employees as applicable, with OEP and agents access the Representatives as they may reasonably request, and to its properties consent to OEP and the Representatives inspecting, copying and making extracts from such financial statements, analyses, work papers and other documents and information (including properties utilized electronically stored documents and information) prepared with respect to the Company or its Subsidiaries, as applicable, as OEP or its Representatives may reasonably request, subject only to OEP executing access in form and substance satisfactory to such accounting firm or auditor (in their sole discretion). All cost and expenses incurred by OEP and the Representatives in connection with exercising the collectionright of access set forth in this paragraph shall be borne by OEP, processing and all out-of-pocket costs and expenses incurred by the Company or servicing its Subsidiaries, or their employees, members of management or advisors (including accounting firms and auditors), as applicable, in complying with any requests by OEP and the Representatives in connection with exercising such access rights shall be borne by the Company. CONSENT OF OEP For so long as OEP owns at least 10% of the Transferred Receivables)issued and outstanding Common Shares on a Fully Diluted Basis, facilitiesin addition to any vote required by the Articles of Incorporation or By-laws of the Company, advisors and employees (including officers) and to or by applicable law, so long as the Borrower CollateralBoard of Directors includes at least one OEP Director, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, Executive Shareholders agrees to cause the Managing Agents and matters set forth below to be carried out only after the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each approval of the LendersBoard of Directors, which approval must include the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any affirmative vote of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.least one OEP Director:

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

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, : (a) provide access during normal business hourshours to Agent and any of its officers, from time to time upon two Business Days’ prior notice employees and agents as frequently as Agent determines to be appropriate upon reasonable advance notice to Borrower (unless a Default shall have occurred and be continuing, in which event no such notice shall be required and such access shall be at any and all times) to the Administrative properties and facilities of Borrower or any of its Subsidiaries; (b) permit Agent and any of its officers, employees and agents, as frequently as Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and all of Borrower's records, including all Records, files and books of account; and (iiic) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective any of its officers, employees and agents agents, as frequently as Agent determines to be appropriate, upon reasonable advance notice to Borrower (unless a Default shall have occurred and be continuing, in which event no such notice shall be required and such access shall be at any and all times) to conduct audits to inspect, review and evaluate the Transferred Receivables Collateral, and the Borrower Collateral agrees to render to Agent at Borrower's cost and (iv) permit expense such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and each of the Lenders, the Managing Agents and the Administrative Agent Lender and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible practicable under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents in Borrower's custody or control or otherwise belonging to or property of Borrower which Agent or any Lender may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument reasonably necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Borrower. Borrower shall make available to Agent upon its reasonable request information and records prepared by its certified public accountants and its banking and other financial institutions. Notwithstanding the foregoing, nothing in this SECTION 1.16 or otherwise in any Loan Document shall require Borrower to disclose to Agent, any Lender, or any of their respective officers, employees or agents, any documents, instruments or other information protected by the Servicerattorney-client privilege if (i) in the opinion of counsel reasonably acceptable to Agent such privilege has not previously been waived or lost, (ii) in the opinion of counsel reasonably acceptable to Agent such disclosure could reasonably be expected to cause Borrower to waive the benefit of such privilege and (iii) losing the benefit of such privilege would be materially detrimental to Borrower.

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

Access. The Borrower shallAgent and each Lender and any of their officers, and shall cause the Servicer toemployees and/or agents, at its the expense of Agent or such Lender, as the Servicer’s own expensecase may be (unless there shall exist an Event of Default, in which event all costs and expenses shall be borne by Borrower), shall have the right, exercisable as frequently as Agent or any Lender reasonably determines to be appropriate, during normal business hours, from time hours (or at such other times as may reasonably be requested by Agent or any Lender) to time upon two Business Days’ prior notice as frequently as inspect the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent properties and any facilities of their respective officers, employees Borrower and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors Subsidiaries and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from all of Borrower's and its books and Subsidiaries' records, including all Records, (iii) permit each files and books of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the account. Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument reasonably necessary for the Administrative AgentAgent or any Lender, as the Administrative Agent any of them may from time to time request, to obtain records from any service bureau or other Person that maintains maintaining records for the Borrower or the Servicerits Subsidiaries, and shall maintain duplicate records or supporting documentation on mediaincluding, including without limitation, computer tapes and discs owned by Borrower and its Subsidiaries. Borrower shall instruct its and its Subsidiaries' banking and other financial institutions to make available to Agent and each Lender such information and records as Agent and each Lender may reasonably request. In connection with such investigations, Agent and each Lender may interview Borrower's and its Subsidiaries' employees, during normal business hours and as Agent or any Lender may reasonably request, and Borrower and its Subsidiaries agree to make their employees available for such interviews and shall instruct such employees to cooperate with Agent or such Lender for purposes of such investigation. With respect to all of the Borrower foregoing, Agent and each Lender shall maintain the confidentiality of any information received and the contents of all records reviewed by it and shall not disclose any such information or the Servicercontents of any such records to any Person other than (i) to Agent's or such Lender's accountants or attorneys, in which event such accountants or attorneys shall similarly agree not to disclose such information or the contents of such records, (ii) to a potential purchaser of a Note or participant in the Loans, in which event such potential purchaser or participant shall similarly agree not to disclose such information or the contents of such records, (iii) except as provided in subparagraph (iv) below, upon the occurrence and continuance of an Event of Default, in which event the recipient thereof shall similarly agree not to disclose such information or the contents of such records, (iv) in connection with the exercise of any remedies of Agent or any Lender, as the case may be, under any Collateral Document and (v) to the extent any such disclosure is required by applicable law.

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

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

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

Access. The Each Borrower that is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time not more than once in any Fiscal Quarter (unless an Event of Default shall have occurred and be continuing in which case no limitation as to frequency shall apply) upon two (2) Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriatenotice: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors advisors, officers and employees (including officers) employees, books, records, contracts and Accounts of each Borrower and to the Borrower Collateral, Collateral (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective provided that access to officers, employees and agents shall be provided promptly, but in no event upon more than five (5) Business Days’ prior notice), (b) permit Agent, and any of its officers, employees, designees and agents, to inspect, audit and make extracts from its any Borrower’s books and records, including all Recordscontracts and Accounts, and (iiic) permit each Agent, and its officers, employees, designees and agents, to inspect, review, evaluate and make test verifications and counts of the Lenderscontracts, the Managing Agents Accounts, Inventory and the Administrative other Collateral of any Borrower. If an Event of Default has occurred and is continuing, each Borrower shall provide such access to Agent and to each Lender (and their respective officersagents and designees) during normal business hours without advance notice. Furthermore, employees so long as any Event of Default has occurred and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lendersis continuing, the Managing Agents and the Administrative Borrowers shall provide Agent and each Lender with access to its suppliers and Subscribers. Lenders agree to use their respective officerscommercially reasonable efforts to coordinate all such access with those of Agent and Agent and Lenders shall use their commercially reasonable efforts to provide the Borrowers copies of any written correspondence with Subscribers, employees and agents to discuss matters relating provided that no liability shall accrue to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and Lender for failure to deliver any Managing Agent with access such correspondence to the suppliers and customers of the Borrowers. Each Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstancesreasonably promptly, originals or copies of all books and books, records, including Records, contracts and Accounts that the Administrative Agent may reasonably request. The Each Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any storage facility, bailee, service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Borrower.

Access. The Borrower Each Credit Party that is a party hereto shall, and shall cause the Servicer its Subsidiaries to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one (1) Business Days’ Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents (including any consultants engaged by Agent to review Borrower's calculation of the Borrowing Base from time to time, together with any other matter or matters relating to the condition (financial or otherwise) or operations of Borrower or any of its Subsidiaries, in each case as the Requisite Lenders may request (subject to the prior consent of Borrower as to the scope of such engagement, which consent shall not be unreasonably withheld or delayed)) (the "Consultants") access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of such Person and to the Borrower Collateral, (iib) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents (including the Consultants), to inspect, audit and make extracts from its such Person's books and records, including all Records, records and (iiic) permit each Agent, and its officers, employees and agents (including the Consultants), to inspect, review, evaluate and make test verifications and counts of the LendersAccounts, Inventory and other Collateral of such Person. If a Default or Event of Default has occurred and is continuing or if access is necessary to preserve or protect the Managing Agents Collateral as determined by Agent, each such Credit Party shall and the Administrative shall cause its Subsidiaries to, provide such access to Agent and to each Lender and their respective officers, employees and agents to inspect(including the Consultants) at all times and without advance notice. Furthermore, review so long as any Event of Default has occurred and evaluate the Transferred Receivables is continuing, each Credit Party shall and the Borrower Collateral and (iv) permit each of the Lendersshall cause its Subsidiaries to, the Managing Agents and the Administrative provide Agent and each Lender with access to their respective officers, employees suppliers and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantscustomers. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower Each Credit Party shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer Subsidiaries to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, records that the Administrative Agent may reasonably request. The Borrower Each Credit Party shall, and shall cause the Servicer its Subsidiaries to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower such Credit Party or the Servicerits Subsidiaries, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower such Credit Party or the Servicerits Subsidiaries. Representatives of other Lenders may accompany Agent's representatives on audits at no charge to Borrower.

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

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

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

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

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

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

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

Access. The Borrower shallUpon execution of this Agreement, Buyer and its agents shall have full access to the Project, subject to the rights of tenants with reasonable notice to them, and shall cause the Servicer tofull access during business hours upon reasonable advance notice to Seller to all books, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Recordsfiles, (iii) permit each of the Lendersfinancial data, the Managing Agents leases and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters contracts relating to the Transferred Receivables Project. Seller reserves the right to have a representative present during any such inspections. Buyer and its agents shall have the right to inspect and copy the foregoing documents, conduct all surveys, tests, test borings, soil analyses, engineering, hazardous waste and environmental studies, studies, examinations and to make such inquiries concerning the Project as Buyer may determine necessary or desirable. Seller shall use reasonable efforts to cooperate in such examinations and shall instruct Seller's agents, servants, employees, and representatives to cooperate in assisting Buyer in the exercise of Buyer's study rights including, without limitation, allowing Buyer access to such materials in the Project Manager's office or elsewhere. In the event Buyer enters upon the Project for purposes of this Section 9.02, Buyer will indemnify, defend and hold harmless Seller and its agents, servants and employees from and against any loss, cost, expense, claim or liability made against Seller or its performance under agents, servants or employees as a result of such entry, including, without limitation, the costs of restoring the Project to its original condition existing immediately prior to Buyer's action, or death or injury to any person which occurs as a result of the acts or omissions of Buyer or any of its employees, consultants, engineers, agents and representatives, during any entry onto or inspection of the Project, or during the conduct of any of the Feasibility Studies, by Buyer or any of its employees, agents or representatives. Buyer agrees to restore the Project to its condition existing immediately prior to Buyer's or its agent's actions. This Section 9.02 shall survive any termination of this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsClosing hereunder. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event Seller shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.also

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

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

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

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

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

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

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

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

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

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

Access. The Borrower Servicer shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, subject to Servicer's reasonable and customary safety, security and confidentiality policies and regulations, from time to time upon two one Business Days’ Day's prior notice as notice, but not more frequently than once per calendar quarter (or with such greater frequency during the existence of a Termination Event or Incipient Termination Event, as the Administrative Agent determines to be appropriate: ): (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and Lenders or the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants; provided that, unless a Termination Event or Incipient Termination Event is then in existence, the Servicer, the Borrower and the Parent shall not be liable for the costs and expenses of more than two of the foregoing inspections, appraisals and reviews in any calendar year. If (iA) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (B) the Administrative Agent Agent, in good xxxxx xxxxx faith, believes that an Incipient Termination Event or a Termination Event is imminent or deems any Lender’s 's rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuinginsecure, then the Borrower Servicer shall, and shall cause the Servicer to, at its own expense, provide such access at all times and without prior advance notice from the Administrative Agent or any Managing Agent and provide the Lenders or the Administrative Agent and any Managing Agent with access to the its suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Servicer shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.. Section 5.08

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

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

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

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

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

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

Access. The (a) Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, provide full access during normal business hours, from time to time upon two five (5) Business Days’ Day's prior notice as frequently as the Administrative Agent determines notice, to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents, up to four times a year (unless a Default or Event of Default shall have occurred and be continuing, in which event Agent and its officers, employees, designees, agents and representatives shall have access at any and all times, without limitation as to its properties (including properties utilized in connection with the collectionfrequency per year, processing or servicing of the Transferred Receivablesand without any advance notice), to the properties, facilities, books, records, suppliers, customers, advisors and employees (including officers) of Holdings, Borrower and its Subsidiaries, to the Collateral, to the accountants (including Deloitte & Touche, LLP) of Holdings, Borrower and the Subsidiaries thereof and to the work papers of such accountants, with Borrower Collateralagreeing to use reasonable best efforts to provide Agent access to the accountants and their work papers. Without limiting the generality of the foregoing, Borrower shall (iii) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees employees, agents and agents representatives, to inspect, audit and make extracts from all of Holdings', Borrower's and its books and Subsidiaries' records, including all Records, files and books of account and (iiiii) permit each Agent, and any of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees employees, agents and agents representatives, to inspect, review and evaluate the Transferred Receivables Collateral at Borrower's and the its Subsidiaries' locations and at premises not owned by or leased to Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Subsidiary of Borrower. Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Borrower. Borrower shall instruct their certified public accountants to make available to Agent such information and records as Agent may request. Notwithstanding the foregoing, Borrower shall not be required to provide access to any of the foregoing information which in the reasonable written opinion of counsel to Borrower, in form and substance reasonably satisfactory to Agent and its counsel, is subject to an attorney-client privilege and which cannot be disclosed (after giving effect to any possible disclosure method or the Servicerprotective agreement which may be requested by Agent or its counsel) without waiver of such privilege; provided, however, that in no event shall any information delivered or requested to be delivered pursuant to Schedule F or G be deemed to be protected by an attorney-client privilege.

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

Access. The Borrower Each Credit Party which is a party hereto shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two one (1) Business Days’ Day's prior notice as frequently as the Administrative Revolving Credit Agent or Agent determines to be appropriate: (ia) provide the LendersRevolving Credit Agent or Agent, the Managing Agents, the Administrative Agent and or any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of each Credit Party and to the Borrower Collateral, (iib) permit the Lenders, the Managing Agents, the Administrative Revolving Credit Agent or Agent and any of their respective officers, employees and agents agents, to inspect, audit and make extracts from its any Credit Party's books and records, including all Records, and (iiic) permit each of the LendersRevolving Credit Agent, the Managing Agents and the Administrative Agent Agent, and their respective officers, employees and agents agents, to inspect, review review, evaluate and evaluate the Transferred Receivables make test verifications and the Borrower Collateral and (iv) permit each counts of the LendersAccounts, the Managing Agents Inventory and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with Collateral of any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsCredit Party. If (i) an Event of Default shall have occurred and be continuing or if access is necessary to preserve or protect the Administrative Agent in good xxxxx xxxxx Collateral as determined by Agent, Revolving Credit Agent, or any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or upon notice, each such Credit Party shall provide such access to Revolving Credit Agent, Agent, and each Lender. Furthermore, so long as any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event of Default shall have occurred and be continuing, then the Borrower shallupon notice, and Borrowers shall cause the Servicer toprovide Revolving Credit Agent, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent each Lender with access to the their suppliers and customers of the Borrower and the Servicercustomers. The Borrower shall, and Each Credit Party shall cause the Servicer to, make available to the Administrative Agent Revolving Credit Agent, Agent, or any Lender and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Recordswhich Revolving Credit Agent, that the Administrative Agent Agent, or such Lender, as applicable, may request. The Borrower shall, and shall cause the Servicer to, and the Servicer Each Credit Party shall deliver any document or instrument necessary for the Administrative Revolving Credit Agent, Agent, or any Lender as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the Servicersuch Credit Party, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicersuch Credit Party. Revolving Credit Agent will give Lenders at least ten (10) days' prior written notice of field audits. Representatives of other Lenders may accompany Revolving Credit Agent's representatives on field audits at no charge to Borrowers. In connection with each field audit conducted by Revolving Credit Agent, Borrowers will pay (a) all reasonable out-of-pocket expenses, and (b) a $750 per day examination charge per field examiner.

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

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

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

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

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

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

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

Access. The Borrower and each Guarantor shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two three (3) Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of Borrower, each Guarantor, and to the Borrower Collateral, (iib) permit the LendersAdministrative Agent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its the Borrower’s and each Guarantor’s books and records, including all Records, and (iiic) permit each of the LendersAdministrative Agent, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents agents, to inspect, review review, evaluate and evaluate make test verifications and counts of the Transferred Receivables Accounts, Inventory and other Collateral of the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsGuarantor. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights a Default or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event of Default shall have occurred and be continuing, then the Borrower shall, and each Guarantor shall cause the Servicer to, at its own expense, provide such access to Administrative Agent and to each Lender at all times and without prior notice from the Administrative Agent or advance notice. Furthermore, so long as any Managing Agent Event of Default shall have occurred and be continuing, Borrower and each Guarantor shall provide the Administrative Agent and any Managing Agent each Lender with access to the their suppliers and customers of the customers. Borrower and the Servicer. The Borrower shall, and each Guarantor shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the records which Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer each Guarantor shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that which maintains records for the Borrower or the Servicerand each Guarantor, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicerand each Guarantor consistent with past practices. Administrative Agent will give Lenders at least ten (10) days’ prior written notice of regularly scheduled audits. Representatives of other Lenders may accompany Administrative Agent’s representatives on regularly scheduled audits at no charge to Borrower.

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

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

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

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

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

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

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

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

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

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

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

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

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the 727159853 10435078 44 CONFIDENTIAL TREATMENT REQUESTED Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer.

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

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

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

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

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

Access. The Unless a Default or Event of Default has occurred and is continuing or unless access is necessary to preserve or protect the Collateral as determined by Agent, Borrower and GCRC shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two (2) Business Days’ ' prior notice as frequently as the Administrative Agent reasonably determines to be appropriate: (ia) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents access (at Borrower's expense not to exceed, together with any fees payable pursuant to Section 11.3(f), $1,000.00 per month; provided, that such dollar limit shall not apply if an Event of Default has occurred and is continuing) to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables)properties, facilities, advisors and employees (including officers) of Borrower, GCRC and to the Borrower Collateral, (iib) permit the LendersAgent, the Managing Agents, the Administrative Agent and any of their respective its officers, employees and agents agents, to inspect, audit and make extracts from its Borrower's or GCRC's books and records, including all Records, and (iiic) permit each of the LendersAgent, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents agents, to inspect, review review, evaluate and evaluate the Transferred Receivables make test verifications and the Borrower Collateral and (iv) permit each counts of the LendersCollateral, Borrower and GCRC, as applicable; provided, that inspections and audits shall be conducted by Agent or any officer, employee or agent of Agent no more frequently than once each calendar quarter; provided, however, that during the Managing Agents and the Administrative occurrence or continuance of any Default or Event of Default Agent and their respective officersor any officer, employees and agents employee or agent of Agent shall be permitted to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountantsconduct audits as often as it deems appropriate. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights a Default or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have of Default has occurred and be continuingis continuing or if access is necessary to preserve or protect the Collateral as determined by Agent, then the Borrower shall, and GCRC shall cause the Servicer to, at its own expense, provide such access to Agent and to each Lender at all times and without prior notice from the Administrative Agent or advance notice. Furthermore, so long as any Managing Event of Default has occurred and is continuing, Borrower shall provide Agent and provide the Administrative Agent and any Managing Agent each Lender with access to the its suppliers and customers of the customers. Borrower and the Servicer. The Borrower shall, and GCRC shall cause the Servicer to, promptly make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, counsel originals or copies of all books and records, including Records, records that the Administrative Agent may reasonably request. The Borrower shall, and shall cause the Servicer to, and the Servicer GCRC shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent it may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the ServicerGCRC, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the ServicerGCRC. Agent will give Lenders at least five (5) Business Days' prior written notice of regularly scheduled audits. Representatives of other Lenders may accompany Agent's representatives on regularly scheduled audits at no charge to Borrower.

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

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

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

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

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

Access. The Borrower Seller shall, and shall cause the Servicer to, at its or the Servicer’s own expenseexpense (provided Seller or Servicer shall only be required to pay for such visits three (3) times a year so long as no Incipient Termination Event or a Termination Event shall have occurred and be continuing), during normal business hours, from time to time upon two three Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Seller Collateral, (ii) permit the Lenders, the Managing AgentsPurchasers, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents Purchasers and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Seller Collateral and (iv) permit each of the Lenders, the Managing Agents Purchasers and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and is continuing or the Administrative Agent notifies Seller that, in good faith, it believes that a Termination Event may have occurred and may be continuing, then the Borrower Seller shall, and shall cause the Servicer to, at its own expense, (A) provide such access at all times during normal business hours without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shallAgent, and shall cause the Servicer to, (B) make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, reasonably request and shall cause the Servicer to, and the Servicer shall (C) deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time reasonably request, to obtain records from any service bureau or other Person that maintains records for the Borrower Seller or the Servicer, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower Seller or the Servicer.

Access. The Borrower shall, and shall cause the Servicer Servicer, the Originator, the Sellers and the Parent to, at its own expense (provided that the Borrower shall only be required to pay for such visits and inspections of the various properties of the Servicer and the Borrower once per calendar year (or twice per calendar year in 2015 or if an Account Control Event has occurred) or, during the Servicer’s own expensecontinuance of a Termination Event, as frequently as such visits and inspections may occur), during normal business hours, from time to time upon two Business Days’ prior notice notice, as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties (excluding mines, but including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective its officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Transaction Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) ; provided, that, in the event of any discussions between the Administrative Agent in good xxxxx xxxxx any Lender’s rights and officers, directors, employees, representatives or interests in the Transferred Receivablesagents or independent certified public accountants, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or shall provide no less than two (2) Business Days’ prior written prior notice of any such discussions to the Borrower and the Servicer, and the Borrower, the Servicer, the Originator, the Sellers and/or the Parent shall have a Termination Event is imminent or (ii) an Incipient Termination Event or reasonable opportunity to have representatives present during such discussions. If a Termination Event shall have occurred and be continuing, then the Borrower shall, and shall cause the Servicer to, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower Sellers and the Servicer. The Borrower shall, and shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances, originals or copies of all books and records, including Records, that the Administrative Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument necessary for the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer, and, following such request and receipt of response thereto from such service bureau or other Person, shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer. Notwithstanding the foregoing provisions, the Administrative Agent hereby acknowledges and agrees that all communication and information requests hereunder shall be subject to requirements of confidentiality to which the Borrower, any Seller or the Servicer (or any Affiliate to which the requested communication or information may pertain) may be bound as determined by the Borrower, such Seller or the Servicer or such Affiliate, as the case may be, in its sole discretion, including requirements imposed by law or contract.

Access. The Borrower shall, and shall cause the Servicer to, at its or the Servicer’s own expense, during normal business hours, from time to time upon two Business Days’ prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents access to its properties Agent (including properties utilized in connection with the collectionand if requested ------ by Agent, processing or servicing of the Transferred Receivables), facilities, advisors and employees (including officersto any Lender as well) and to the Borrower Collateral, (ii) permit the Lenders, the Managing Agents, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit and make extracts from its books and records, including all Records, (iii) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to inspect, review and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit each of the Lenders, the Managing Agents and the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors, employees, representatives and agents, or agents cause to be provided access to Agent and any of its officers, employees and/or agents, exercisable as frequently as Agent reasonably determines to be appropriate, upon reasonable advance notice (in each case, with those persons having knowledge unless an Event of such matters) and with its independent certified public accountants. If (i) the Administrative Agent in good xxxxx xxxxx any Lender’s rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent in good faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event Default shall have occurred and be continuing, then in which event no notice shall be required and Agent shall have access at any and all times), during normal business hours (or at such other times as may reasonably be requested by Agent), to inspect the properties and facilities of Borrower shalland to inspect, audit, and shall cause the Servicer tomake extracts from all of Borrower's records, at its own expense, provide such access at all times without prior notice from the Administrative Agent or any Managing Agent and provide the Administrative Agent and any Managing Agent with access to the suppliers and customers of the Borrower and the Servicer. The Borrower shallfiles, and books of account. Borrower shall cause the Servicer to, make available to the Administrative Agent and its counsel, as quickly as is possible practicable under the circumstances, originals or copies of all books and books, records, including Recordsboard minutes, that the Administrative contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. The Borrower shall, and shall cause the Servicer to, and the Servicer shall deliver any document or instrument reasonably necessary for the Administrative Agent, as the Administrative Agent it may from time to time request, to obtain records from any service bureau or other Person that maintains maintaining records for the Borrower or the ServicerBorrower, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by Borrower. Prior to the occurrence of a Default or Event of Default, upon the request of Agent and approval of such request by Borrower, which approval shall not unreasonably be withheld, Borrower shall instruct any banking or other financial institution to make available to Agent such information and records as Agent may reasonably request. Following the Serviceroccurrence of a Default or Event of Default, Borrower shall instruct all of its banking and other financial institutions to make available to Agent such information and records as Agent may reasonably request. Without limiting the generality of the foregoing, Borrower will permit Agent and/or any industry consultant acceptable to Agent to inspect, review and evaluate Borrower's wine inventory, at Borrower's locations and at premises not owned by or leased to Borrower upon request by Agent.

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

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