Common use of Inspections Clause in Contracts

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of owned or leased by the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of DefaultDefault under Section 7.01(a), (if) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsunder Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives or independent contractorsrepresentatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated (A) In addition to the delivery by the Administrative Servicer of an annual report pursuant to Section 7.03(k)(ii)(A), the Servicer shall also permit each Secured Party, each Agent to visit and inspect any of the properties of the Borrower Backup Servicer, upon five (5) Business Days’ prior notice and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants during regular business hours (provided that from and after the Borrower (occurrence of any Event of Default, Unmatured Event of Default or any of its subsidiaries) mayFacility Amortization Event, if it so chooses, the foregoing notice shall not be present at or participate in any such discussionrequired to be given), all upon reasonable notice and to periodically, at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf discretion of the Lenders may exercise Secured Parties or the rights Backup Servicer, as applicable, review the collection and administration of the Administrative Agent Receivables by the Servicer and the Lenders under Subservicers in order to assess compliance by the Servicer and the Subservicers with the Collection Policy and this Agreement and conduct an audit of the Receivables and Receivable Files, including, without limitation, the Electronic Contracts and the Electronic Vault, in conjunction with such a review. Such review may include tours of the facilities of the Servicer and the Subservicers and discussions with their respective managements. If no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing, the Secured Parties, the Backup Servicer, each Agent or their respective agents or representatives shall only be entitled to conduct, and the Servicer shall permit them to conduct, three such reviews pursuant to this Section 5.067.03(k) during any 12-month period beginning on the Closing Date and on each anniversary thereof; provided, (b) except as expressly set forth in clause (c) below during the continuance of that if an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Unmatured Event of Default existsor Facility Amortization Event shall have occurred and be continuing, there shall be no limit on the number of such reviews any Secured Party, any Agent, the Backup Servicer or their respective agents or representatives shall be entitled to conduct. (B) It is anticipated that each review by any Secured Party, any Agent, the Backup Servicer or their respective agents or representatives will be a full operational, legal, compliance and collateral audit and will verify among other items, the existence of Collateral, cash application and aging and eligibility, will include a litigation and regulatory review, will confirm that internal ratings actually applied conform to underwriting standards, and, in the case of the Backup Servicer, will confirm access to image files captured and stored in accordance with Section 7.03(l)(iv). Each audit by the Administrative Agent (or any its designee) will also include a sample review (which may include, without limitation, tape-to-file or similar audits or reviews) of its representatives no fewer than 200 Receivable Files and Servicer Files to check the accuracy of information provided by the Borrower, the Servicer or independent contractors) may do any of the Subservicers. Neither the foregoing at nor any other provision of this Agreement shall be construed to give rise to a right, expectation or other entitlement on the expense part of the Borrower any Person to inspect, examine, access or visit any Computershare data center, Computershare computer system or other secure Computershare facility, including at any such time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall that Computershare may be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)serving as Successor Servicer.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsexists and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section ‎Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the a Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section ‎Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Parent Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of owned or leased by the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of DefaultDefault under Section 7.01(a), (if) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsunder Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives or independent contractorsrepresentatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries Subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries Subsidiary to, permit any authorized representative officers, designated by representatives and agents of the Administrative Agent (or any Lender solely if accompanying the Administrative Agent), to visit and inspect any of the properties Property of the Borrower and any of its or such Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsSubsidiary, and to examine the books of account of the Borrower or such Restricted Subsidiary and discuss its and their respective the affairs, finances and accounts of the Borrower or such Restricted Subsidiary with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)accountants, all upon reasonable notice and at such reasonable times during normal business hoursas the Administrative Agent may request; provided that (ai) only prior written notice of any such visit, inspection or examination shall be provided to the Administrative Agent on behalf of Borrower and such visit, inspection or examination shall be performed at reasonable times to be agreed to by the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06Borrower, which agreement will not be unreasonably withheld, (bii) except as expressly set forth in clause (c) below excluding any such visits and inspections during the continuance continuation of an Event of Default, (i) the Administrative Agent shall not exercise such its rights under this Section 6.2 more often than one (1) time during any such fiscal year, the Borrower is not obligated to compensate the Administrative Agent for more than one (1) inspection and examination by the Administrative Agent during any calendar year and (ii) only one any such time per calendar year compensation shall be at subject to the expense limitations of the Borrower Section 10.13, and its Restricted Subsidiaries, (ciii) when an Event of Default exists, the Administrative Agent (may conduct inspections pursuant to this Section 6.2 in its respective capacity as Administrative Agent only and may not conduct inspections or utilize information from such inspections for any purpose other than a purpose reasonably related to its capacity as Administrative Agent; provided, further, that nothing in this Section 6.2 shall require Holdco, the Borrower or any Subsidiary to take any action or permit any inspection that would violate any customary third party confidentiality agreement with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of its representatives or independent contractors) may do any of the foregoing at the expense of Holdco, the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (Subsidiary or the compliance with the terms of any of their respective representatives Loan Document) or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to waive any attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which privilege. The Administrative Agent shall give the Borrower or a reasonable opportunity to participate in any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of discussions with the requirements of this Section 5.06)Borrower’s independent public accountants.

Inspections. The Top Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Top Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Top Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Top Borrower and its Restricted Subsidiaries; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Top Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Top Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Top Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Top Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice notice, reasonable coordination in and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, and (by) except as expressly set forth provided in clause (c) the proviso below during in connection with the occurrence and continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default existshas occurred and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower in accordance with Section 9.03(a) at any time during normal business hours and upon reasonable advance notice and (d) notice; provided that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts excerpts from, or discuss any discussion of, any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or any of their respective representatives or contractors)) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in with respect of to which the Borrower or any Restricted Subsidiary Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s Obligations under this Section 5.06) to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)party.

Inspections. The Borrower will(a) Upon no less than ten (10) Business Days’ notice to Banro and the Seller and not more frequently than semi-annually and subject at all times to the workplace rules and supervision of the Seller, and will provided any rights of access do not interfere with any exploration, development, mining or processing work conducted on the Properties, the Seller shall grant, or cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedbe granted, to inspectthe Purchaser and its representatives and agents, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hoursand at the Purchaser’s sole risk and expense, the right to access the Properties and the facilities of the Twangiza Project, in each case to monitor the mining and processing operations on the Twangiza Project. Provided there has been no Banro Event of Default that is continuing, the Purchaser may avail itself of such right of access a maximum of twice per calendar year (including the mill in respect thereof), and for this purpose, invitations from Banro will not reduce the number of visits the Purchaser may request. (b) Upon no less than 15 Business Days’ notice to Banro and the Seller and not more frequently than annually (which limit will not include tours at the invitation of Banro), the Purchaser shall have the right to conduct an investors tour on the Twangiza Project; provided that (a) only such tours shall not unreasonably interfere with the Administrative Agent on behalf Seller’s activities and operations at the Twangiza Project and provided that such tours shall not include any gold producer reasonably considered to be a competitor of the Lenders may exercise the rights of the Administrative Agent Banro and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year Seller. Such investor tours shall be at the sole risk and expense of the Borrower Purchaser and its Restricted Subsidiariesinvitees, and the Purchaser shall (a) comply and request that its invitees comply with the policies and procedures that the Seller applies to its own invitees; (b) give Banro and the Seller prompt notice of any injuries, property damage or environmental harm that may occur during such visit; and (c) when an Event indemnify, defend and hold Banro and the Seller harmless from any loss, liability, damage, claim or demand by reason of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything injury to the contrary herein, neither Purchaser or Banro and the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (Seller or any of their respective invitees, employees, officers, directors, agents, or representatives or contractors) is prohibited caused by applicable Requirements the Purchaser’s exercise of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of its rights under this Section 5.06)Section.

Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the such Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the such Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the any Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and or its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.

Inspections. The Borrower Borrowers will, and will cause each of its Restricted Subsidiaries Subsidiary to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Borrowers and any of its Restricted Subsidiaries Subsidiary at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided provided, that the Borrower Borrowers (or any of its their subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided provided, that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower Borrowers and its their Restricted Subsidiaries, Subsidiaries and (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, that, notwithstanding anything to the contrary herein, neither of the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its their customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower willOnce per calendar year (or, and will cause each after the occurrence of its Restricted Subsidiaries toany Default, permit any authorized representative designated Event of Default, Servicer Default, Seller Default, or Amortization Event, as frequently as requested by the Administrative Agent to visit and inspect any Agent), at the expense of the properties of Borrower, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower Administrative Agent (or any of its subsidiariesdesignee) may, if it so choosesand is hereby authorized to, be present at or participate in any such discussion), all upon reasonable notice and during regular business hours (i) examine via WebEx or other similar online platform or at reasonable times during normal the offices of the Borrower, Seller, or Servicer (at any location where it keeps records with respect to the Borrower) all books, records and documents (including computer tapes and disks), and (ii) visit the offices and properties of the Borrower, Seller, and/or Servicer and engage in discussions with any of the officers, employees or independent public accountants of any of them having knowledge within the scope of such inspection, in the case of either clause (i) or clause (ii), for the purpose of examining such materials and to discuss matters relating to the Purchased Receivables, the performance of (or ability or inability to perform under) any Transaction Document by the Borrower, Seller, or Servicer, and the business hours; provided that of any of the foregoing. For avoidance of doubt, except to the extent necessary for the Secured Parties to enforce rights against the Collateral after an Event of Default (aincluding, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, LendingClub, or any Subsidiary thereof to disclose to any Agent or any other Person: (A) only any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the attorney-client privilege in connection with active litigation to the detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent on behalf of or its representative could, pursuant to the Lenders may exercise the rights of the Administrative terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and such Agent and the Lenders under this Section 5.06or its representative agrees to such terms, (b) except as expressly set forth in clause (c) below provided, that during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower shall, and its Restricted Subsidiariesshall cause the Seller and Servicer to, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything take all actions possible to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any Lender records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as confirmed in an opinion of counsel to the Borrower, Seller or any of their respective representatives or contractors) Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable Requirements law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of Lawan Event of Default, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall, and shall cause the Seller and Servicer, to any third party (provided take all possible actions to provide such confidentiality obligations were disclosure in a manner that will not entered into in contemplation of the requirements of this Section 5.06)violate applicable law.

Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Parent Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Parent Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Parent Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.

Inspections. The Borrower Parent will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Parent and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Parent (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesParent; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Parent at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower Parent nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Parent and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Parent or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, Parent shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.

Inspections. The Holdings and the Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of Holdings, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersPerson, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiariesSubsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries Subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will(a) Permit Agent from time to time, and will cause each subject (except when a Default or Event of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent Default exists) to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that , to conduct Field Exams (a) only with a frequency subject to the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly limitations set forth in clause (cb) below below) and to have discussions with its officers, employees, agents, advisors and independent accountants regarding a Credit Party’s business, financial condition, assets, prospects and results of operations; provided that representatives of the Borrower Agent shall be given the opportunity to participate in any discussions with the independent accountants. Lenders may participate in any such Field Exams at their own expense. Neither Agent nor any Lender shall have any duty to any Credit Party to make any Field Exam, nor to share any results of any Field Exam with any Credit Party. Credit Parties acknowledge that all Field Exams, appraisals and reports are prepared by Agent and Lenders for their purposes, and Credit Parties shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable and documented out-of-pocket charges, costs and expenses of Agent in connection with Field Exams, provided that the Credit Parties shall only be obligated to reimburse Agent for such charges, costs and expenses for (i) one field examination in any calendar year during which no Reporting Trigger Period has occurred and (A) no Loans have been outstanding for more than 30 days during such calendar year, (B) on any day during such calendar year, no Loans have been outstanding in an amount greater than 15% of the continuance Borrowing Base on such day; and (C) on any day during such calendar year, no Loans and Letters of Credit have been outstanding in an aggregate amount greater than 25% of the Borrowing Base on such day; (ii) two field exams in any calendar year in which no Reporting Trigger Period has occurred during such year but (A) Loans have been outstanding on more than 30 days during such calendar year, (B) on any day during such calendar year, Loans have been outstanding in an amount greater than 15% of the Borrowing Base on such day; or (C) on any day during such calendar year, Loans and Letters of Credit have been outstanding in an aggregate amount greater than 25% of the Borrowing Base on such day; and (iii) three field exams in any calendar year if a Reporting Trigger Period has occurred during such year; provided, however, that (y) if a Field Exam is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Credit Parties without regard to such limits and such Field Exam shall not count towards such limits and (iz) the Administrative Agent shall not exercise such rights more often than may undertake one time additional Field Exam during any each calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, Lenders’ expense. (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of Subject to the foregoing limitations as to frequency of Field Exams, Credit Parties specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities. This Section shall not be construed to limit Agent’s right to use third parties to conduct Field Exams nor to conduct Field Exams or obtain appraisals at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and its own cost or expense. (d) notwithstanding anything During the course of the Field Exams and other visits, inspections, examinations and discussions, representatives of the Agent and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to HIPAA, or other confidential information relating to healthcare patients (collectively, the contrary herein“Confidential Healthcare Information”). The Borrower Agent or the Credit Parties maintaining such Confidential Healthcare Information shall, neither the Borrower nor any Restricted Subsidiary shall be required to discloseconsistent with HIPAA’s “minimum necessary” provisions, permit such disclosure for their “healthcare operations” purposes. Unless otherwise required by law, the inspectionAgents, examination the Lenders and their respective representatives shall not require or making of copies of or taking abstracts from, or discuss perform any document, information or other matter (i) act that constitutes non-financial trade secrets or non-financial proprietary information of would cause the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (Credit Parties or any of their respective representatives Subsidiaries to violate any laws, regulations or contractors) is prohibited by applicable Requirements ordinances intended to protect the privacy rights of Lawhealthcare patients, (iii) that is subject including, without limitation, HIPAA. The Agent and each of the Lenders agree to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of comply with the requirements of this Section 5.06).the Business Associate Addendum set forth in Exhibit E.

Inspections. The Borrower willPermit officers, representatives and will cause each agents of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent or any Lender, to visit and inspect any Property of such Loan Party or such Subsidiary, and to examine the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers corporate books of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordssuch Loan Party or such Subsidiary, and to discuss its and their respective the affairs, finances finances, and accounts of such Loan Party or such Subsidiary with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)accountants, all upon reasonable notice and at such reasonable times during normal business hourshours as the Administrative Agent may request; provided that that, so long as no Event of Default exists, (a) reasonable prior written notice of any such visit, inspection, or examination shall be provided to the Borrower, (b) only the Administrative Agent Agent, on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.066.2, (b) except as expressly set forth in clause (c) below during such visit, inspection, or examination shall be performed at reasonable times to be agreed to by the continuance of an Event of DefaultBorrower, which agreement will not be unreasonably withheld and (id) the Administrative Agent shall not exercise such rights more often than one (1) time during any calendar year and (ii) only one such time per calendar year year. The Borrower shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, pay to the Administrative Agent (or any of for its representatives or independent contractors) may do any own use and benefit reasonable charges for examinations of the foregoing at Collateral performed by the expense Administrative Agent or its agents or representatives in such amounts as the Administrative Agent may from time to time reasonably request; provided, however, that in the absence of any Event of Default, the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall not be required to disclosepay the Administrative Agent for more than one (1) such examination per calendar year; provided, permit the inspectionfurther, examination or making that no officers, representatives and agents of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (may exercise the rights of visitation and inspection hereunder with respect to any property of any Loan Party or any Subsidiary until such Loan Party or such Subsidiary, as applicable, has reopened such property from COVID-19 safety closures, and thereafter, such officers, representatives and agents of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Administrative Agent or any Restricted Lender shall only conduct such visits or inspections in accordance with (A) applicable Laws, including, for the avoidance of doubt, any guidelines published by the Centers of Disease Control and Prevention and (B) the reasonable safety and health policies and/or procedures maintained at such time by such Loan Party or such Subsidiary, as applicable, to the extent that such health policies and/or procedures are not maintained by such Loan Party or such Subsidiary owes confidentiality obligations in order to any third party (provided such confidentiality obligations were not entered into in contemplation of circumvent the requirements of this Section 5.06)6.2.

Inspections. The Borrower Intermediate Dutch Holdings will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Intermediate Dutch Holdings and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided provided, that the Borrower Intermediate Dutch Holdings (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided provided, that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Representative at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower Intermediate Dutch Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersPerson, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Intermediate Dutch Holdings or any Restricted Subsidiary owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent registered public accountants accounting firm (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent Agent, on behalf of the Lenders Lenders, and not any Lender, may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and year; provided that the limitation in this clause (iib) only one such shall not apply at any time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existshas occurred and is continuing (it being understood that, in respect of any such exercise of rights by the Administrative Agent, the Borrower shall reimburse the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours for costs and upon reasonable advance notice and (d) expenses incurred in connection therewith in accordance with Section 9.03); provided, further, that notwithstanding anything to the contrary herein, neither none of Holdings, the Borrower nor or any of its Restricted Subsidiary Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower and any of its subsidiaries and/or any of its their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent (or any Person acting on its behalf in connection with the foregoing) or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary of its subsidiaries owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, further, that in the event that Holdings, the Borrower or any Restricted Subsidiary does not disclose, permit the inspection or examination or the making of copies of, or discuss, any document, information or other matter in reliance on this clause, Holdings and the Borrower shall use commercially reasonable efforts to communicate to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to provide, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, such information.

Inspections. The Administrative Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Administrative Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Administrative Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion)) at the expense of the Borrowers, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time visit per calendar year shall be at the expense of the Administrative Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Administrative Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Administrative Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its the Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that representatives of the Borrower (or any of its subsidiariesSubsidiaries) may, if it the Borrower so chooses, be present at or participate in any such discussiondiscussions), all upon reasonable notice and at reasonable times during normal business hourshours selected by the Borrower; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year and (ii) with only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower’s expense); provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) without limitation; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its customers and/or or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were to the extent not entered into created in contemplation of the requirements of such Person’s obligations in this Section 5.06).

Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the each Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Parent Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the no Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the each Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower Holdings will, and Holdings will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and Holdings or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or Holdings(or any of its subsidiariesSubsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.7 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesHoldings; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Holdings and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.065.7); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), Holdings will provide notice to Agent that such information is being withheld and Holdings shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.

Inspections. The Borrower Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) keep adequate books of record and account in which full, true, and correct entries are made of all dealings and transactions in relation to its business and activities and (b) permit any authorized representative representatives designated by the Administrative Agent or any Lender (including employees of Administrative Agent or such Lender or any consultants, auditors, accountants, lawyers, and appraisers retained by Administrative Agent or such Lender) to visit and inspect any of the properties of the Borrower any Loan Party and any of its Restricted respective Subsidiaries at which (including Phase I Environmental Site Assessments and, based upon the principal financial records and executive officers results of the applicable Person are locatedPhase I, Phase II Environmental Site Assessments, as applicable), to conduct audits, valuations, and/or field examinations of any Loan Party and any of its respective Subsidiaries, to inspect, copy copy, and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances finances, and accounts with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)and auditors, all upon reasonable notice and at such reasonable times during normal business hours; provided that hours and as often as may reasonably be requested. The Loan Parties agree to pay (ay) the examiner’s reasonable and documented out-of-pocket costs and expenses incurred in connection with all such visits, audits, inspections, valuations, and field examinations, and (z) the reasonable and documented out-of-pocket costs of all visits, audits, inspections, valuations, and field examinations conducted by a third party on behalf of the Agents and Lenders. Notwithstanding anything to the contrary in this Section 5.06, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the 5.06 and Administrative Agent shall not exercise such rights more often than one time two (2) times during any calendar year and (ii) only one (1) such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Loan Parties’ expense; provided that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) is prohibited by applicable Requirements may undertake any of Lawthe actions described in this Section 5.06 at the expense of the Loan Parties at any time during normal business hours and upon reasonable advance notice, (iii) without limitation as to frequency. The Loan Parties acknowledge that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Administrative Agent or any Restricted Subsidiary owes confidentiality obligations Lender, after exercising its rights of inspection, may prepare and distribute to any third party (provided such confidentiality obligations were not entered into in contemplation of Lenders certain reports pertaining to the requirements of this Section 5.06)Loan Parties’ assets for internal use by Administrative Agent and Lenders.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, Loan Parties shall permit any authorized representative designated by the Administrative Agent and each Lender, or any agent or representative thereof, upon reasonable notice and during normal business hours so long as no Event of Default shall have occurred and be continuing and otherwise at any time as the Administrative Agent and any Lender may determine with or without prior notice to the Borrower, to visit and inspect any of the properties and offices of the Borrower and Loan Parties, to conduct audits of any of its Restricted Subsidiaries at which the principal financial records and executive officers or all of the applicable Person are locatedCollateral, to inspect, copy examine the books and take extracts from its records of the Loan Parties and their respective financial and accounting recordsmake copies thereof, and to discuss its and their respective the affairs, finances and accounts with its business of the Loan Parties with, and to be advised as to the same by, their Responsible Officers officers, auditors and independent public accountants (provided that accountants, all at such times and intervals as the Borrower (Administrative Agent or any of its subsidiaries) mayLender may request, if it so choosesall at the Borrower's expense; provided that, be present at or participate in excluding any such discussion)visits and inspections during the continuation of an Event of Default, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b5.01(c) except as expressly set forth and only one exercise of such rights in clause (c) below during the continuance of an Event of Default, (i) any calendar year by the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower's expense; provided, (c) further that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower. So long as no Event of Default has occurred and is continuing, the Administrative Agent and the Lenders shall use commercially reasonably efforts to give the Borrower at the opportunity to participate in any time during normal business hours and upon reasonable advance notice and (d) notwithstanding discussions with the Borrower's independent public accountants. Notwithstanding anything to the contrary hereinin this Section 5.01(c), neither none of the Borrower nor any Restricted Subsidiary shall Loan Parties will be required to disclose, permit the inspection, examination or making of copies of or taking abstracts fromof, or discuss discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements law or any binding non-disclosure provisions entered into in the ordinary course of Law, business or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.

Inspections. (a) The Borrower Seller and each Servicer Party will, and will cause each of its Restricted Subsidiaries toat their respective expenses, during regular business hours as requested by the Agent, upon reasonable prior notice to the Seller or such Servicer Party, permit any authorized representative designated by the Administrative Agent or its agents or representatives (including independent public accountants, which may be the Seller's or such Servicer Party's independent public accountants), (i) to conduct annual audits of the Receivables, the Related Security and the related books and records and collections systems of such Servicer Party or the Seller, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Seller or such Servicer Party relating to Pool Receivables and the Related Security, including, without limitation, the Contracts, and (iii) to visit the offices and inspect any of the properties of the Borrower and any Parent, such Servicer Party or the Seller for the purpose of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsexamining such materials described in clause (ii) above, and to discuss its matters relating to Pool Receivables and their respective affairs, finances and accounts the Related Security or the Seller's or such Servicer Party's performance under the Transaction Documents or under the Contracts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of the officers or employees of such Servicer Party or the Seller having knowledge of such matters; provided, however, that, prior to occurrence of a Termination Event or Event of Default, the Agent shall not exercise its subsidiariesrights in clauses (i) may, if it so chooses, be present through (iii) of this sentence more than once per each calendar quarter. The Agent or its agents or representatives shall at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf expense of the Lenders Seller or the Servicer and as frequently as the Agent may exercise desire, has the rights of the Administrative Agent and the Lenders right under this Section 5.06, (b) except as expressly set forth in clause (c) below Agreement after the occurrence and during the continuance of a Termination Event, or an Event of Default, (i) upon reasonable prior notice to the Administrative Agent shall not exercise Seller or either Servicer Party, to examine and audit, during business hours or at such rights more often than one time during other times as might be reasonable under applicable circumstances, any calendar year and all of the books, records, or other information of such Servicer Party or the Seller, or held by another for such Servicer Party or the Seller or on its behalf, concerning this Agreement and to conduct any other activities described in clauses (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject above. The Agent shall make commercially reasonable efforts to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which schedule the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (audits, examinations and visits provided such confidentiality obligations were not entered into in contemplation of the requirements of for under this Section 5.06)9.19(a) so that they occur, to the degree reasonably feasible, concurrently with similar audits, examinations and visits to be conducted by HomePride in connection with the Global Servicing Agreement. (b) Upon the Agent's request, the Seller will, at its expense, utilize the Agent's representatives or auditors, to prepare and deliver to the Agent a written report with respect to the Pool Receivables and the Credit and Collection Policy (including, in each case, the systems, procedures and records relating thereto) on a scope and in a form requested by the Agent.

Inspections. The Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), the Borrower will provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.

Inspections. The Borrower Borrowers will, and will cause each of its their Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Borrowers and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that each of the Borrower Borrowers (or any of its their subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated (A) In addition to the delivery by the Administrative Servicer of an annual report pursuant to Section 7.03(j)(ii)(A), the Servicer shall also permit each Secured Party, each Agent to visit and inspect any of the properties of the Borrower Backup Servicer, upon five Business Days’ prior notice and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants during regular business hours (provided that from and after the Borrower (occurrence of any Event of Default, Unmatured Event of Default or any of its subsidiaries) mayFacility Amortization Event, if it so chooses, the foregoing notice shall not be present at or participate in any such discussionrequired to be given), all upon reasonable notice and to periodically, at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf discretion of the Lenders may exercise Secured Parties or the rights Backup Servicer, as applicable, review the collection and administration of the Administrative Agent Receivables by the Servicer and the Lenders under Subservicers in order to assess compliance by the Servicer and the Subservicers with the Collection Policy and this Agreement and conduct an audit of the Receivables and Receivable Files, including, without limitation, the Electronic Contracts and the Electronic Vault, in conjunction with such a review. Such review may include tours of the facilities of the Servicer and the Subservicers and discussions with their respective managements. If no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing, the Secured Parties, the Backup Servicer, each Agent or their respective agents or representatives shall only be entitled to conduct, and the Servicer shall permit them to conduct, three such reviews pursuant to this Section 5.067.03(j) during any 12-month period beginning on the Closing Date and on each anniversary thereof; provided, (b) except as expressly set forth in clause (c) below during the continuance of that if an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Unmatured Event of Default existsor Facility Amortization Event shall have occurred and be continuing, there shall be no limit on the number of such reviews any Secured Party, any Agent, the Backup Servicer or their respective agents or representatives shall be entitled to conduct. (B) It is anticipated that each review by any Secured Party, any Agent, the Backup Servicer or their respective agents or representatives will be a full operational, legal, compliance and collateral audit and will verify among other items, the existence of Collateral, cash application and aging and eligibility, will include a litigation and regulatory review, will confirm that internal ratings actually applied conform to underwriting standards, and, in the case of the Backup Servicer, will confirm access to image files captured and stored in accordance with Section 7.03(k)(iv). Each audit by the Administrative Agent (or any its designee) will also include a sample review (which may include, without limitation, tape-to-file or similar audits or reviews) of its representatives no fewer than 200 Receivable Files and Servicer Files to check the accuracy of information provided by the Borrower, the Servicer or independent contractors) may do any of the Subservicers. Neither the foregoing at nor any other provision of this Agreement shall be construed to give rise to a right, expectation or other entitlement on the expense part of the Borrower any Person to inspect, examine, access or visit any ▇▇▇▇▇ Fargo Bank data center, ▇▇▇▇▇ Fargo Bank computer system or other secure ▇▇▇▇▇ Fargo Bank facility, including at any such time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall that ▇▇▇▇▇ Fargo Bank may be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)serving as Successor Servicer.

Inspections. The Borrower Holdings will, and Holdings will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and Holdings or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or Holdings(or any of its subsidiariesSubsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, ‎Section 5.7 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesHoldings; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Holdings and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06‎Section 5.7); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses ‎(A) through ‎(D), Holdings will provide notice to Agent that such information is being withheld and Holdings shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.

Inspections. The Borrower Company will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Company and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Company (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.065.05, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesCompany; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower Company nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Company and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Company or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.065.05); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Company shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent Consent Party to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent Consent Party on behalf of the Lenders may exercise the rights of the Administrative Agent Consent Party and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent Consent Party shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time visit per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent Consent Party (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent Consent Party or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Consent Party thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice notice, reasonable coordination in and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, and (by) except as expressly set forth provided in clause (c) the proviso below during in connection with the occurrence and continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default existshas occurred and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower in accordance with Section 9.03(a) at any time during normal business hours and upon reasonable advance notice and (d) notice; provided that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts excerpts from, or discuss any discussion of, any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or any of their respective representatives or contractors)) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in with respect of to which the Borrower or any Restricted Subsidiary Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s obligations under this Section 5.06) to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)party.

Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section ‎Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time visit per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the a Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and or its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section ‎Section 5.06).

Inspections. The Borrower Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) keep adequate books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) permit any authorized representative representatives designated by the Administrative Collateral Agent to or any Lender (including employees of Collateral Agent, any Lender or any consultants, auditors, accountants, lawyers and appraisers retained by Collateral Agent) to: visit and inspect any of the properties of the Borrower any Loan Party and any of its Restricted respective Subsidiaries at which (including Phase I Environmental Site Assessments and, based upon the principal financial records and executive officers results of the Phase I, Phase II Environmental Site Assessments if and to the extent permitted under the applicable Person are locatedLease), to conduct audits, valuations and/or field examinations of any Loan Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers officers and independent public accountants and auditors (provided it being understood that the Borrower (Loan Parties shall use reasonable best efforts to make such independent accountants and auditors available to discuss such affairs, finances and accounts with such representatives designated by Collateral Agent or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussionLender), all upon reasonable notice and at such reasonable times during normal business hours; provided that hours (aso long as no Default or Event of Default has occurred and is continuing) only and as often as may reasonably be requested. The Loan Parties agree to pay the Administrative Agent (i) the examiner’s reasonable out-of-pocket costs and expenses incurred in connection with all such visits, audits, inspections, valuations and field examinations and (ii) the reasonable costs of all visits, audits, inspections, valuations and field examinations conducted by a third party on behalf of the Lenders may exercise the rights of the Administrative Agent Agents and the Lenders under this Section 5.06Lenders; provided, (b) except however, that so long as expressly set forth in clause (c) below during the continuance of an no Event of DefaultDefault shall have occurred and be continuing, Company shall not be obligated to reimburse any Agent for more than two (2) of any visits, audits, inspections, valuations and field examinations pursuant to clause (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per during any calendar year shall be at the expense year. The Loan Parties acknowledge that Collateral Agent, after exercising its rights of the Borrower inspection, may prepare and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything distribute to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure Lenders certain reports pertaining to the Administrative Loan Parties’ assets for internal use by Collateral Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which and the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Lenders.

Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into violate such confidentiality obligations. (b) At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in contemplation respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless an Event of Default exists, the Administrative Agent shall not conduct more than (A) one field examination and one inventory appraisal with respect to the Collateral in each twelve month period and (B) one additional field examination and one additional inventory appraisal with respect to the Collateral in any twelve month period after the date of this Agreement if, at any time during such twelve month period, (1) Availability is less than the greater of (x) $30,000,000 and (y) 15% of the requirements Line Cap for five (5) consecutive Business Days, (2) until the date Availability is equal to or greater than the greater of (x) $30,000,000 and (y) 15% of the Line Cap for at least thirty (30) consecutive calendar days, (ii) when an Event of Default exists, the Administrative Agent may conduct field examinations and inventory appraisals of the type described in this Section 5.06)clause (b) at any time, (iii) the Administrative Agent may conduct one additional field examination and one additional inventory appraisal during any twelve month period at the expense of the Lenders and (iv) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will(a) Upon no less than ten (10) Business Days’ notice to Banro and the Seller and not more frequently than semi-annually and subject at all times to the workplace rules and supervision of the Seller, and will provided any rights of access do not interfere with any exploration, development, mining or processing work conducted on the Properties, the Seller shall grant, or cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedbe granted, to inspect, copy and take extracts from its the Purchasers and their respective financial representatives and accounting recordsagents, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hoursand at the Purchasers’ sole risk and expense, the right to access the Properties and the facilities of the Namoya Project, in each case to monitor the mining and processing operations on the Namoya Project. Provided there has been no Banro Event of Default that is continuing, the Purchasers may avail themselves of such right of access a maximum of twice each per calendar year (including the mill in respect thereof), and for this purpose, invitations from Banro will not reduce the number of visits the Purchasers may request. (b) Upon no less than 15 Business Days’ notice to Banro and the Seller and not more frequently than annually (which limit will not include tours at the invitation of Banro), the Purchasers shall have the right to conduct an investors tour on the Namoya Project; provided that (a) only such tours shall not unreasonably interfere with the Administrative Agent on behalf Seller’s activities and operations at the Namoya Project and provided that such tours shall not include any gold producer reasonably considered to be a competitor of the Lenders may exercise the rights of the Administrative Agent Banro and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year Seller. Such investor tours shall be at the sole risk and expense of the Borrower Purchasers and its Restricted Subsidiariesinvitees, and the Purchasers shall (a) comply and request that its invitees comply with the policies and procedures that the Seller applies to its own invitees; (b) give Banro and the Seller prompt notice of any injuries, property damage or environmental harm that may occur during such visit; and (c) when an Event indemnify, defend and hold Banro and the Seller harmless from any loss, liability, damage, claim or demand by reason of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything injury to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (Purchasers or any of their respective invitees, employees, officers, directors, agents, or representatives or contractors) is prohibited caused by applicable Requirements the Purchasers’ exercise of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of its rights under this Section 5.06)Section.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.

Inspections. The Borrower Parent will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Parent and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Parent (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesParent; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Parent at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower Parent nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Parent and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Parent or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Parent shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated (A) In addition to the delivery by the Administrative Servicer of an annual report pursuant to Section 7.03(j)(ii)(A), the Servicer shall also permit each Secured Party, each Agent to visit and inspect any of the properties of the Borrower Backup Servicer, upon five (5) Business Days’ prior notice and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants during regular business hours (provided that from and after the Borrower (occurrence of any Event of Default, Unmatured Event of Default or any of its subsidiaries) mayFacility Amortization Event, if it so chooses, the foregoing notice shall not be present at or participate in any such discussionrequired to be given), all upon reasonable notice and to periodically, at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf discretion of the Lenders may exercise Secured Parties or the rights Backup Servicer, as applicable, review the collection and administration of the Administrative Agent Receivables by the Servicer and the Lenders under Subservicers in order to assess compliance by the Servicer and the Subservicers with the Collection Policy and this Agreement and conduct an audit of the Receivables and Receivable Files, including, without limitation, the Electronic Contracts and the Electronic Vault, in conjunction with such a review. Such review may include tours of the facilities of the Servicer and the Subservicers and discussions with their respective managements. If no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing, the Secured Parties, the Backup Servicer, each Agent or their respective agents or representatives shall only be entitled to conduct, and the Servicer shall permit them to conduct, three such reviews pursuant to this Section 5.067.03(j) during any 12-month period beginning on the Closing Date and on each anniversary thereof; provided, (b) except as expressly set forth in clause (c) below during the continuance of that if an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Unmatured Event of Default existsor Facility Amortization Event shall have occurred and be continuing, there shall be no limit on the number of such reviews any Secured Party, any Agent, the Backup Servicer or their respective agents or representatives shall be entitled to conduct. (B) It is anticipated that each review by any Secured Party, any Agent, the Backup Servicer or their respective agents or representatives will be a full operational, legal, compliance and collateral audit and will verify among other items, the existence of Collateral, cash application and aging and eligibility, will include a litigation and regulatory review, will confirm that internal ratings actually applied conform to underwriting standards, and, in the case of the Backup Servicer, will confirm access to image files captured and stored in accordance with Section 7.03(k)(iv). Each audit by the Administrative Agent (or any its designee) will also include a sample review (which may include, without limitation, tape-to-file or similar audits or reviews) of its representatives no fewer than 200 Receivable Files and Servicer Files to check the accuracy of information provided by the Borrower, the Servicer or independent contractors) may do any of the Subservicers. Neither the foregoing at nor any other provision of this Agreement shall be construed to give rise to a right, expectation or other entitlement on the expense part of the Borrower any Person to inspect, examine, access or visit any Computershare data center, Computershare computer system or other secure Computershare facility, including at any such time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall that Computershare may be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)serving as Successor Servicer.

Inspections. The Borrower Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) keep adequate books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) permit any authorized representative representatives designated by the Administrative Agent any Lender (including employees of any Lender or any consultants, auditors, accountants, lawyers and appraisers retained by any Lender) to visit and inspect any of the properties of the Borrower any Loan Party and any of its Restricted respective Subsidiaries at which (including Phase I Environmental Site Assessments no more frequently than once per year, provided that (x) no event, action, circumstance or condition set forth in Section 5.9 have occurred and (y) no Default or Event of Default has occurred and is continuing (provided further that if any condition in clause (x) or (y) is not satisfied, any Lender shall have the principal financial records right to perform a Phase I in its sole discretion)), to conduct audits, valuations and/or field examinations of any Loan Party and executive officers any of the applicable Person are locatedits respective Subsidiaries, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)and auditors, all upon reasonable notice (so long as no Default or Event of Default has occurred and is continuing) and at such reasonable times during normal business hours; provided that hours and as often as may reasonably be requested. So long as no Event of Default has occurred and is continuing, all such visits, audits, inspections, valuations and field examinations shall be coordinated by, and conducted jointly by (a) only the Administrative Agent or on behalf of the Lenders may exercise the rights of the Administrative of), Collateral Agent and TCP Fund Representative. The Loan Parties agree to pay the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise examiner's out-of-pocket costs and expenses incurred in connection with all such rights more often than one time during any calendar year visits, audits, inspections, valuations and field examinations and (ii) only one such time per calendar year shall be at the expense costs of all visits, audits, inspections, valuations and field examinations conducted by a third party on behalf of Collateral Agent, TCP Fund Representative and the Borrower and its Restricted SubsidiariesLenders; provided that, (c) when an so long as no Default or Event of Default existshas occurred and is continuing, the Administrative Agent (or any Loan Parties shall not be obligated to pay such costs and expenses with respect to more than one such visit and inspection per Lender per Fiscal Year. The Loan Parties acknowledge that Collateral Agent, after exercising its rights of its representatives or independent contractors) inspection, may do any of the foregoing at the expense of the Borrower at any time during normal business hours prepare and upon reasonable advance notice and (d) notwithstanding anything distribute to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure Lenders certain reports pertaining to the Administrative Loan Parties' assets for internal use by the Agents and the Lenders. Without limiting the foregoing, the Loan Parties agree that the Collateral Agent shall have the right to conduct patent, trademark and copyright searches with respect to the Loan Parties from time to time, and the Loan Parties agree to pay all out-of-pocket costs and expenses incurred by Collateral Agent in connection with such searches; provided that, so long as no Default or any Lender (or any Event of their respective representatives or contractors) Default has occurred and is prohibited by applicable Requirements continuing, the Loan Parties shall not be obligated to pay for more than two sets of Lawpatent, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)trademark and copyright searches per Fiscal Year.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent Consent Party to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent Consent Party on behalf of the Lenders may exercise the rights of the Administrative Agent Consent Party and the Lenders under this Section ‎Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent Consent Party shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time visit per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent Consent Party (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent Consent Party or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section ‎Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Consent Party thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Borrower will(i) From time to time, upon reasonable prior notice and will cause each of its Restricted Subsidiaries toduring regular business hours, permit any authorized representative representatives designated by each Purchaser, Purchaser Agent, each LOC Issuer, the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial agents or representatives including certified public accountants or other auditors or consultants, on a coordinated basis (A) to examine and accounting recordsmake copies of and abstracts from all Records in the possession or under the control of Seller or its Affiliates or agents, and (B) to visit the offices and properties of Seller or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Pool Receivables or Seller’s performance hereunder with any of the officers or employees of Seller or its Affiliates having knowledge of such matters and their respective (ii) use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and accounts condition of the Seller, all at such reasonable times and as often as reasonably requested and in all cases under clauses (i) and (ii) above subject to applicable Law and the terms of 48 Mylan applicable confidentiality agreements; provided, that solely with its respect to clauses (i)(B) and their Responsible Officers and independent public accountants (provided that the Borrower (or ii) above, neither Seller nor any of its subsidiariesofficers or agents shall be required to discuss any matters that Seller reasonably determines that the discussion of such matters (or the provision of written documents in respect thereof) maywill violate or result in the waiver of an applicable attorney-client privilege, if it so choosesbut the foregoing will not limit the Seller’s obligation to provide the Records as well as payment information with respect to each Pool Receivable to each Purchaser, Purchaser Agent, each LOC Issuer, the Agent and their respective agents or representatives; provided, that (x) any Purchaser, any Purchaser Agent, each LOC Issuer, Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants will conduct such requests for visits and inspections through the Agent and (y) unless an Event of Default has occurred that has not been waived in accordance with the terms of this Agreement, such visits, inspections and discussions shall be present at or participate in any such discussion), all upon reasonable notice limited to two per calendar year and at reasonable times during normal business hoursthe costs and expense of the Purchasers; provided further that (a) only one such visit, inspection and discussion shall be coordinated with the Administrative Agent on behalf preparation of the Lenders may exercise annual agreed upon procedures report required pursuant to Section 7.5(f) and coordinated with any visits, inspections and discussions with the rights of the Administrative Agent Servicer pursuant to Section 7.4(c) and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during after the continuance occurrence of an any Event of Default, (i) Default that has not been waived in accordance with the Administrative Agent shall not exercise terms of this Agreement all such rights more often than one time during any calendar year and (ii) only one such time per calendar year activities shall be at the sole costs and expense of the Borrower Seller and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary no limitation shall be required to discloseimposed on the number of visits, permit the inspectioninspections or discussions. Each Purchaser, examination or making of copies of or taking abstracts fromeach Purchaser Agent, or discuss any documentLOC Issuer, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Agent and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective agents or representatives including certified public accountants or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject other auditors or consultants shall provide the Seller the opportunity to attorney-client or similar privilege or constitutes attorney work product or (iv) participate in respect of which any discussions with the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Seller’s independent accountants.

Inspections. The Borrower willLandlord, its agents, employees, contractors and will cause each of its Restricted Subsidiaries tosubcontractors, permit any authorized representative designated by may enter the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and Premises at reasonable times during normal business hours; provided that hours to (a) only exhibit the Administrative Agent on behalf Premises to prospective purchasers or tenants of the Lenders may exercise Premises or the rights of the Administrative Agent and the Lenders under this Section 5.06, Complex; (b) except as expressly set forth in clause inspect the Premises to see that Tenant is complying with its obligations hereunder; and (c) below during the continuance of an Event of Default, make repairs or alterations (i) required of Landlord under the Administrative Agent shall not exercise such rights more often than one time during any calendar year and terms hereof; (ii) only one such time per calendar year shall be at to any adjoining space in the expense of Complex; or (iii) to any systems serving the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, Complex which run through the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice Premises; and (d) notwithstanding anything to perform any and all of Landlord's obligations under this Lease, or any other lease, where entry to such Premises is reasonably required for such performance. In addition to the contrary hereinforegoing, neither Landlord, its agents, employees, contractors and/or sub-contractors may enter the Borrower nor Premises at any Restricted Subsidiary time if an emergency requires such entry. Any such entry shall not constitute an eviction of Tenant or be deemed as disturbing Tena▇▇'▇ ▇uiet enjoyment of the Premises and no abatement of rent shall result because of such entry and/or performance. Landlord shall be allowed to take all material into and upon Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part; and the Base Rental and Additional Rent reserved shall in no way abat▇ ▇▇▇le said decorations, repairs, alterations, improvements or additions are being made. If Tenant shall not be personally present to discloseopen and permit an entry into the Premises, permit at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agents may enter the inspection, examination or making of copies of or taking abstracts fromsame by a pass key, or discuss when for any documentreason an entry therein shall be necessary and entry by pass key is not possible, information may forcibly enter the same, without rendering Landlord or other matter such agents liable therefor (i) that constitutes non-financial trade secrets if during such entry Landlord or non-financial proprietary information such agents shall accord reasonable care to Tenant's property), and without in any manner affecting the obligations and covenants of this Lease. All entries shall, where possible, be performed at such times and in such fashion so as not to unreasonably interfere with the conduct and operation of Tenant's business. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent Premises or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Complex other than as herein provided.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersPerson, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent registered public accountants accounting firm (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent Agent, on behalf of the Lenders Lenders, and not any Lender, may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and year; provided that the limitation in this clause (iib) only one such shall not apply at any time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existshas occurred and is continuing (it being understood that, in respect of any such exercise of rights by the Administrative Agent, the Borrower shall reimburse the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours for costs and upon reasonable advance notice and (d) expenses incurred in connection therewith in accordance with Section 9.03); provided, further, that notwithstanding anything to the contrary herein, neither none of Holdings, the Borrower nor or any Restricted Subsidiary of its Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower and any of its subsidiaries and/or any of its their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent (or any Person acting on its behalf in connection with the foregoing) or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary of its subsidiaries owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, further, that in the event that Holdings, the Borrower or any Subsidiary does not disclose, permit the inspection or examination or the making of copies of, or discuss, any document, information or other matter in reliance on this clause, Holdings and the Borrower shall use commercially reasonable efforts to communicate to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to provide, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, such information.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Table of Contents Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesParent Borrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Parent Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Parent Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.

Inspections. The Borrower Company will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Company and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Company (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesCompany; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower Company nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Company and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Company or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06).; provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Company shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter. [[5470263]]

Inspections. The Borrower will(a) During the Initial Due Diligence Period, Seller shall provide Buyer, its employees, contractors, consultants and agents (collectively, "Buyer's Agents") with a right to enter upon the Property for the purpose of inspecting the Property. In connection with any such entry, Buyer (i) acknowledges that all entry is at Buyer's sole risk, cost and expense and subject to the rights of the Tenant, (ii) shall give Seller and/or Tenant's representative reasonable advance notice of such entry and shall conduct such entry and any inspections so as to minimize, to the greatest extent possible, interference with the Seller's or Tenant's business, and will cause each of (iii) Seller or its Restricted Subsidiaries torepresentatives shall have the right to accompany Buyer and Buyer's, permit Agents or any authorized representative designated by testing or other inspection performed on the Administrative Agent Property. Without limiting the foregoing, prior to visit and inspect any entry to perform any on-site invasive testing, Buyer shall give Seller written notice thereof, including the identity of the properties company or persons who will perform such testing and the proposed scope of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers testing Seller shall approve or disapprove of the applicable Person are locatedscope and methodology of such proposed testing within 3 business days after receipt of such notice, such approval may be withheld in Seller's sole and absolute discretion. Seller's failure to inspectprovide such approval or disapproval notice shall be deemed disapproval. If Buyer or Buyer's Agents take any sample from the Property in connection with any such approved testing, copy and take extracts from its and their respective financial and accounting records, and Buyer shall provide to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any Seller a portion of its subsidiaries) maysuch sample being tested to allow Seller, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal to perform it's own testing prior to that date which is 10 business hours; provided that (a) only days prior to the Administrative Agent on behalf expiration of the Lenders may exercise the rights Initial Due Diligence Period, Seller will use commercially reasonable efforts to arrange an interview between Buyer and a representative of the Administrative Agent Tenant with specific knowledge of the operations of the Tenant, and Seller shall have the Lenders under this Section 5.06, right to attend such interview (b) except as expressly set forth Prior to any entry on the Property by Buyer or its representatives, Buyer shall, and shall cause Buyer's Agents to, maintain commercial general liability insurance, including broad form property damage, with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 in clause (c) below during the continuance aggregate in form and substance adequate to insure against all liability of an Event Buyer and/or Buyer's Agents, arising out of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense entry or inspections of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything Property pursuant to the contrary hereinprovisions hereof and Buyer shall provide Seller with evidence of such insurance coverage before any such entry, neither including evidence that Seller and all other Seller Parties (defined below) are additional insureds on the Borrower nor commercial general liability policy. If any Restricted Subsidiary shall be required inspection or test disturbs the Property, Buyer will promptly restore the Property to disclosesubstantially the same condition as existed before the inspection or test, permit the inspectionreasonable wear and tear excepted. BUYER SHALL INDEMNIFY, examination or making of copies of or taking abstracts fromDEFEND AND HOLD SELLER AND ITS AFFILIATES, or discuss any documentPARTNERS, information or other matter MEMBERS, SHAREHOLDERS, INVESTMENT MANAGERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF EACH OF THEM AND THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (iCOLLECTIVELY, "SELLER PARTIES") that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersAND THE PROPERTY HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, LOSSES, CLAIMS, LIENS, COST OR EXPENSES (iiINCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of LawARISING OUT OF OR RELATING TO ANY ENTRY ON THE PROPERTY BY BUYER OR BUYER'S AGENTS IN THE COURSE OF PERFORMING THE INSPECTIONS, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)TESTING OR INQUIRIES PROVIDED FOR IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGE TO THE PROPERTY OR RELEASE OF HAZARDOUS SUBSTANCES OR MATERIALS ONTO THE PROPERTY. THE FOREGOING INDEMNITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Inspections. The Upon reasonable prior written notice to a Responsible Officer of the Borrower will, and will cause each of its Restricted Subsidiaries toduring regular business hours, permit any authorized representative designated by the Collateral Agent, the Back-Up Servicer and/or the Administrative Agent or any of their agents or representatives (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Borrower, the Seller, any Originator or the Servicer relating to the Collateral or the Borrower’s acquisition of Receivables, and (ii) to visit the offices and inspect any of the properties of the Borrower and Borrower, the Seller, any Originator or the Servicer, as applicable, for the purpose of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsexamining such materials described in clause (i) above, and to discuss its and their respective affairsmatters relating to Receivables or the Borrower’s, finances and accounts the Seller’s, the Originators’ or the Servicer’s performance under the Transaction Documents with its and their Responsible Officers and any of the officers, directors or independent public accountants (provided that the Borrower (or of any Credit Party having knowledge of its subsidiaries) maysuch matters, if it so chooses, in each case with a Responsible Officer of Seller and such Credit Party having a reasonable opportunity to be present at or participate in any during such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of discussions. Unless an Event of Default, Servicer Termination Event or an Amortization Event has occurred and is continuing, (i) such inspections shall be limited to two (2) in total for both the Collateral Agent and Administrative Agent shall not exercise such rights more often than one time during per any calendar year and (ii) only one the Collateral Agent and/or Administrative Agent shall provide at least fifteen (15) Business Days’ prior written notice of its request for such time per calendar year an inspection. All reasonable costs and expenses related to any visit and examination pursuant to this Section 7.01(c) shall be at borne by the expense Borrower. Notwithstanding anything to the contrary in this Section 7.01(c), or in any other provision of this Agreement or any other Transaction Document, none of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existsBorrower, the Administrative Agent (Seller, any Originator, the Servicer or any Affiliate of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and will (dx) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts fromof, or discuss discussion of, any document, information or other matter to the extent (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which such disclosure to the Administrative Agent Agent, the Collateral Agent, the Back-Up Servicer or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements any Applicable Law (including, without limitation, the Health Insurance Portability and Accountability Act of Law1996, as amended (HIPAA)), (iiiii) that is subject to attorney-client or similar privilege or constitutes protection as attorney work product with respect to any ongoing matter, litigation or investigation where the Borrower has reasonably determined that it would be harmed if such privilege or protection were lost or (iviii) in respect of which the Borrower or any Restricted Subsidiary owes such disclosure would breach a binding confidentiality obligations to any third party (provided such confidentiality obligations were not obligation reasonably entered into in contemplation good faith and owed to a Person other than the Parent or any of its Affiliates or (y) disclose any books, records or documents to the Administrative Agent, the Collateral Agent, the Back-Up Servicer or any Lender for which the disclosure thereof is prohibited by HIPAA. If any document, information or other matter is withheld from the Administrative Agent, the Collateral Agent, the Back-Up Servicer or any Lender pursuant to the preceding sentence, then, to the extent possible without violating any Applicable Law or waiving attorney-client privilege or protection as attorney work product, the Borrower shall provide a list of what items have been withheld and the basis therefor, in each case, unless (i) such document or information is (A) an engagement letter or related agreement (or any draft of any of the requirements foregoing) entered into or to be entered into by any SmileDirect Entity in connection with the acquisition by a third-party of any Equity Interests in any SmileDirect Entity or any related board resolutions, board minutes or board materials, but only to the extent specifically related thereto or (B) any commitment letter, fee letter, credit agreement, receivables purchase agreement, repurchase agreement or other financing agreement (or any draft of any of the foregoing) entered into or to be entered into by any SmileDirect Entity in anticipation of replacing this Section 5.06)Agreement and the other Transaction Documents or any related board resolutions, board minutes or board materials, but only to the extent specifically related thereto or (ii) access to the applicable document, information or other matter would constitute a conflict of interest, upon the advice of counsel, between the Administrative Agent, the Collateral Agent, the Back-Up Servicer and/or any Lender, on the one hand, and the Borrower and/or any of its Affiliates, on the other hand, with respect to matters concerning the financing transaction contemplated by this Agreement.

Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into violate such confidentiality obligations. -158- (b) At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in contemplation respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless an Event of Default exists, the Administrative Agent shall not conduct more than (A) one field examination and one inventory appraisal with respect to the Collateral in each twelve (12) month period (provided that, from and after the Fifth Amendment Effective Date, the Administrative Agent may waive such field examination and/or inventory appraisal in any twelve (12) month period so long as Availability is not less than 75% of the requirements Line Cap for any five (5) consecutive Business Day period during such twelve (12) month period and (B) one additional field examination and one additional inventory appraisal with respect to the Collateral in any twelve (12) month period after the SecondFifth Amendment Effective Date if, at any time during such twelve (12) month period, (1) Availability is less than the greater of (x) $50,000,000 and (y) 15% of the Line Cap for five (5) consecutive Business Days, (2) until the date Availability is equal to or greater than the greater of (x) $50,000,000 and (y) 15% of the Line Cap for at least thirty (30) consecutive calendar days), (ii) when an Event of Default exists, the Administrative Agent may conduct field examinations and inventory appraisals of the type described in this Section 5.06)clause (b) at any time, (iii) the Administrative Agent may conduct one additional field examination and one additional inventory appraisal during any twelve (12) month period at the expense of the Lenders and (iv) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the each Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided 124 ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Parent Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the no Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the each Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. (a) The Lead Borrower will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into violate such confidentiality obligations. (b) At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in contemplation respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless a Specified Default exists, the Administrative Agent shall not conduct more than (A) one field examination and one inventory appraisal with respect to the Collateral in each calendar year (but for the calendar year ending December 31, 2016, only after August 31, 2016), and (B) one additional field examination and one additional inventory appraisal with respect to the Collateral in any Fiscal Year after the date of this Agreement if, at any time during such Fiscal Year, Availability is less than 15% of the requirements Line Cap, (ii) when a Specified Default exists, the Administrative Agent may conductthe number of field examinations and inventory appraisals of the type described in this Section 5.06)clause (b) at any time and (iii) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.shall not shall not exceed the number set forth below with respect to any period: Notwithstanding the foregoing, the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. (a) The Lead Borrower will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into violate such confidentiality obligations. (b) At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in contemplation respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless a Specified Default exists, the Administrative Agent shall not conduct more than (A) one field examination and one inventory appraisal with respect to the Collateral in each calendar year (but for the calendar year ending December 31, 2016, only after August 31, 2016), and (B) one additional field examination and one additional inventory appraisal with respect to the Collateral in any Fiscal Year after the date of this Agreement if, at any time during such Fiscal Year, Availability is less than 15% of the requirements Line Cap, (ii) when a Specified Default exists, the Administrative Agent may conduct field examinations and inventory appraisals of the type described in this Section 5.06)clause (b) at any time and (iii) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary [[7993221]] owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. The Borrower willLandlord, its agents, employees, contractors and will cause each of its Restricted Subsidiaries tosubcontractors, permit any authorized representative designated by may enter the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and Premises at reasonable times during normal business upon 24 hours; provided that ’ notice (except in the event of an emergency in which case only such reasonable notice as is possible shall be necessary) to (a) only exhibit the Administrative Agent on behalf Premises to prospective purchasers of the Lenders may exercise the rights Building or prospective tenants of the Administrative Agent and Premises or the Lenders under this Section 5.06, Building; (b) except as expressly set forth in clause inspect the Premises to see that Tenant is complying with its obligations hereunder; (c) below during the continuance of an Event of Default, make repairs or alterations (i) required of Landlord under the Administrative Agent shall not exercise such rights more often than one time during any calendar year and terms hereof; (ii) only one such time per calendar year shall be at to any adjoining space in the expense of Building; or (iii) to any systems serving the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, Building which run through the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice Premises; and (d) notwithstanding anything perform any and all of Landlord’s obligations under this Lease, or any other lease, where entry to such Premises is reasonably required for such performance. In addition to the contrary hereinforegoing, neither Landlord, its agents, employees, contractors and/or sub-contractors may enter the Borrower nor Premises at any Restricted Subsidiary time without notice if an emergency requires such entry. All inspections or subsequent repairs or alterations shall be conducted in a reasonable manner to ensure that Tenant may continue to use the space without intenuption. Any such entry shall not constitute an eviction of Tenant or be deemed as disturbing Tenant’s quiet enjoyment of the Premises and no abatement of Rent shall result because of such entry and/or performance, so long as Landlord does not unreasonably interrupt the use of Tenant’s space. Landlord shall be allowed to take all material into and upon the Premises that may be required to discloseperform Landlord’s obligations under this Lease without the same constituting an eviction of Tenant in whole or in part; and the Rent shall in no way a▇▇▇▇ while said decorations, repairs, alterations, improvements or additions are being made. If Tenant shall not be personally present to open and permit an entry into the inspectionPremises, examination at any time, when for any reason an entry therein shall be necessary or making of copies of permissible, Landlord or taking abstracts fromLandlord’s agents may enter the same by a key, a pass key, or discuss when for any documentreason an entry therein shall be necessary in Landlord’s sole and absolute discretion and such entry by key or pass key is not possible, information may forcibly enter the same, without rendering Landlord or other matter (i) that constitutes non-financial trade secrets such agents liable therefor, and without in any manner affecting the obligations and covenants of Tenant under this Lease. All entries shall, where possible, be performed at such times and in such fashion so as not to unreasonably interfere with the conduct and operation of Tenant’s business. Nothing herein contained, however, shall be deemed or non-financial proprietary information construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure Premises or Building other than as herein provided. Notwithstanding anything contained herein to the Administrative Agent or contrary, the Landlord shall be responsible (at Landlord’s expenses) for repairing any Lender (or any of their respective representatives or contractors) is prohibited damage to the Premises caused by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of Landlord actions under this Section 5.06)Paragraph.

Inspections. The Borrower willLandlord, its agents, employees, contractors and will cause each of its Restricted Subsidiaries tosubcontractors, permit any authorized representative designated by may enter the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries Premises at which the principal financial records and executive officers of the applicable Person are locatedreasonable hours, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that to Tenant (except in the case of an emergency) to (a) only exhibit the Administrative Agent on behalf Premises to prospective purchasers (with a representative of Tenant present) or tenants of the Lenders may exercise Premises or the rights Building; any such exhibiting of the Administrative Agent Premises to prospective tenants shall only be during the last twenty-four (24) months of the Term and the Lenders under this Section 5.06, with a representative of Tenant present and with not more than four (4) persons from said prospective tenant present; (b) except as expressly set forth in clause inspect the Premises to see that Tenant is complying with its obligations hereunder; and (c) below during the continuance of an Event of Default, make repairs or alterations (i) required of Landlord under the Administrative Agent shall not exercise such rights more often than one time during any calendar year and terms hereof; (ii) only one such time per calendar year shall be at to any adjoining space in the expense of Building; or (iii) to any systems serving the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, Building which run through the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice Premises; and (d) notwithstanding anything to perform any and all of Landlord's obligations under this Lease, or any other lease, where entry to such Premises is reasonably required for such performance. In addition to the contrary hereinforegoing, neither Landlord, its agents, employees, contractors and/or sub-contractors may enter the Borrower nor Premises at any Restricted Subsidiary time if an emergency requires such entry. Any such entry shall not constitute an eviction of Tenant or be deemed as disturbing Tenant's quiet enjoyment of the Premises and no abatement of rent shall result because of such entry and/or performance. Landlord shall be allowed to take all material into and upon Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part; and the Base Rent and Additional Rent reserved shall in no way abat▇ ▇▇▇le said decorations, repairs, alterations, improvements or additions are being made. If Tenant shall not be personally present to discloseopen and permit an entry into the Premises, permit at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agents may enter the inspection, examination or making of copies of or taking abstracts fromsame by a pass key, or discuss when for any documentreason an entry therein shall be necessary and entry by pass key is not possible, information may forcibly enter the same, without rendering Landlord or other matter such agents liable therefor (i) that constitutes non-financial trade secrets if during such entry Landlord or non-financial proprietary information such agents shall accord reasonable care to Tenant's property), and without in any manner affecting the obligations and covenants of this Lease. All entries shall, where possible, be performed at such times and in such fashion so as not to unreasonably interfere with the conduct and operation of Tenant's business. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Borrower Premises or Building other than as herein provided. If for a reason other than a violation of this Lease by Tenant, or the act, omission or negligence of Tenant, Landlord performs work within the Premises and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure such work causes interference to the Administrative Agent Tenant's business operations such that Tenant cannot reasonably operate for business at all or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation a portion of the requirements Premises, and does not operate at all or a portion of the Premises in excess of five (5) consecutive business days after the notice to Landlord, the Base Rent and Additional Rent reserved under this Section 5.06)Lease shall abat▇ ▇▇▇ that portion of the Premises which is not useable by Tenant from the end of said period until the earlier of the date Tenant recommences to use that portion of the Premises or the date Landlord's work diminishes or stops such that Tenant can again reasonably operate for business within the Premises.

Inspections. The Until the latest of the Facility Termination Date or the date on which no principal of or Yield on any Advance shall be outstanding or the date all other amounts owed hereunder to the Investors or the Agent are paid in full, each of the Borrower and Arcadia will, and will cause each of its Restricted Subsidiaries tofrom time to time during regular business hours as requested by the Agent, permit any authorized representative designated by the Administrative Agent and the Collateral Agent (and following the occurrence of a Facility Termination Event, the Investors) or their agents or representatives, (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Borrower or Arcadia, as the case may be, relating to Pledged Receivables and the Other Conveyed Property, (ii) to visit the offices and inspect any of the properties of the Borrower and any or Arcadia, as the case may be, for the purpose of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsexamining such materials described in clause (i) above, and to discuss its matters relating to Pledged Receivables and their respective affairsthe Other Conveyed Property or the Borrower's or Arcadia's performance under the Transaction Documents or under the Receivables with any of the officers or employees of the Borrower or Arcadia, finances as the case may be, having knowledge of such matters, and accounts with its (iii) solely in the case of the Collateral Agent, and their Responsible Officers upon the request of the Collateral Agent, conduct an audit of the Receivables, the related Other Conveyed Property and independent public accountants the related books and records and collection systems of the Servicer; PROVIDED that, unless a Facility Termination Event or Unmatured Facility Termination Event has occurred, no such audit shall require the Servicer to re-underwrite the Pledged Receivables or shall occur any more frequently than monthly. Nothing in this SECTION 11.7(a) shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this SECTION 11.7(a) as a result of such obligation shall not constitute a breach of this SECTION 11.7(a). Not less than five Business Days following the first Advance hereunder, not less than five Business Days following the first Advance made after a Take-Out Securitization has occurred, and once during each calender month following any such Advance during which Advances are outstanding, the Collateral Agent shall conduct a physical inventory (provided which may be electronic if so approved by the Agent) of the Receivables Files relating to the Pledged Receivables, in order to determine that the Borrower Custodian is in possession of a Receivable File for each Receivable listed in Schedule A to each Advance Request, and to perform a limited review of at least fifty (or any of its subsidiaries50) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise Receivable Files relating to the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, Pledged Receivables to determine that each Receivable File so reviewed includes (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year a fully executed original retail installment sales contract or promissory note and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersrelated security agreement, (ii) a certificate of insurance, application form for insurance signed by the Obligor or a signed representation letter from the Obligor named in respect the Receivable File pursuant to which the Obligor has agreed to obtain physical damage insurance of which disclosure to the Administrative Agent related Financed Vehicle, or any Lender (or any a documented verbal confirmation of their respective representatives or contractors) is prohibited by applicable Requirements of Lawthe insurance policy for the Financed Vehicle, (iii) that is subject to attorney-client an original Lien Certificate or similar privilege or constitutes attorney work product or application therefor and (iv) a credit application or a copy thereof. As evidence of the performance of each such review on each review date, the Collateral Agent or such other person shall execute and deliver to the Agent, an acknowledgment in respect the form of which Exhibit G hereto. If such review reveals, in the Agent's opinion, an unsatisfactory number of missing items the Agent in its sole discretion may require a full review of every Receivable File by the Collateral Agent or such other party acceptable to the Agent. The party performing such full review shall be entitled to reimbursement from the Borrower for any fee, costs or expenses incurred in connection therewith. In addition, at any time following the occurrence of a Facility Termination Event, the Borrower and Arcadia will permit the Agent, the Collateral Agent and the Investors or their agents or representatives to conduct periodic audits of the Receivables, the related Other Conveyed Property and the related books and records and collection systems of the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of Arcadia, as the requirements of this Section 5.06)case may be.

Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice notice, reasonable coordination in and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.066.06, and (by) except as expressly set forth provided in clause (c) the proviso below during in connection with the occurrence and continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiarieseach Borrower; provided, (c) further, that when an Event of Default existshas occurred and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers in accordance with Section 10.03(a) at any time during normal business hours and upon reasonable advance notice and (d) notice; provided that notwithstanding anything to the contrary herein, neither the any Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts excerpts from, or discuss any discussion of, any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or any of their respective representatives or contractors)) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in with respect of to which the Borrower or any Restricted Subsidiary Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s Obligations under this Section 6.06) to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)party.

Inspections. The If and solely to the extent Citizens is not an Existing Senior Credit Agreement Lender, the Borrower will, and will cause each of its Restricted Domestic Subsidiaries to, permit any authorized representative designated by the Administrative Agent Lender to visit and inspect any of the properties of the Borrower and any of its Restricted Domestic Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent [reserved] and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent Lender shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent Lender (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Domestic Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their its respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Domestic Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative #94513555v35 designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into violate such confidentiality obligations. (b) At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in contemplation respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless an Event of Default exists, the Administrative Agent shall not conduct more than (A) one field examination and one inventory appraisal with respect to the Collateral in each twelve (12) month period and (B) one additional field examination and one additional inventory appraisal with respect to the Collateral in any twelve (12) month period after the Second Amendment Effective Date if, at any time during such twelve (12) month period, (1) Availability is less than the greater of (x) $50,000,000 and (y) 15% of the requirements Line Cap for five (5) consecutive Business Days, (2) until the date Availability is equal to or greater than the greater of (x) $50,000,000 and (y) 15% of the Line Cap for at least thirty (30) consecutive calendar days, (ii) when an Event of Default exists, the Administrative Agent may conduct field examinations and inventory appraisals of the type described in this Section 5.06)clause (b) at any time, (iii) the Administrative Agent may conduct one additional field examination and one additional inventory appraisal during any twelve (12) month period at the expense of the Lenders and (iv) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. (a) The BorrowersLead Borrower will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw or, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product product. or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into violate such confidentiality obligations. (b) At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in contemplation respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless a Specified Default exists, the Administrative Agent shall not conduct more than (A) one field examination and one inventory appraisal with respect to the Collateral in each calendar year (but for the calendar year ending December 31, 2016, only after August 31, 2016), and (B) one additional field examination and one additional inventory appraisal with respect to the Collateral in any Fiscal Year after the date of this Agreement if, at any time during such Fiscal Year, Availability is less than 15% of the requirements Line Cap, (ii) when a Specified Default exists, the Administrative Agent may conduct field examinations and inventory appraisals of the type described in this Section 5.06)clause (b) at any time and (iii) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. The Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, Intermediate Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), the Borrower will provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent and the Lead Lender to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent registered public accountants accounting firm (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent Agent, on behalf of the Lenders Lenders, and the Lead Lender, and not any other Lender, may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent and the Lead Lender shall not exercise such rights more often than one time during any calendar year and year; provided that the limitation in this clause (iib) only one such shall not apply at any time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existshas occurred and is continuing (it being understood that, in respect of any such exercise of rights by the Administrative Agent, the Borrower shall reimburse the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice te Lead Lender for costs and (d) expenses incurred in connection therewith in accordance with Section 9.03); provided, further, that notwithstanding anything to the contrary herein, neither none of Holdings, the Borrower nor or any of its Restricted Subsidiary Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower and any of its subsidiaries and/or any of its their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent (or any Person acting on its behalf in connection with the foregoing) or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary of its subsidiaries owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, further, that in the event that Holdings, the Borrower or any Restricted Subsidiary does not disclose, permit the inspection or examination or the making of copies of, or discuss, any document, information or other matter in reliance on this clause, Holdings and the Borrower shall use commercially reasonable efforts to communicate to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to provide, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, such information.

Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into violate such confidentiality obligations. (b) At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in contemplation respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless an Event of Default exists, the Administrative Agent shall not conduct more than (A) one field examination and one inventory appraisal with respect to the Collateral in each twelve (12) month period and (B) one additional field examination and one additional inventory appraisal with respect to the Collateral in any twelve (12) month period after the Second Amendment Effective Date if, at any time during such twelve (12) month period, (1) Availability is less than the greater of (x) $50,000,000 and (y) 15% of the requirements Line Cap for five (5) consecutive Business Days, (2) until the date Availability is equal to or greater than the greater of (x) $50,000,000 and (y) 15% of the Line Cap for at least thirty (30) consecutive calendar days, (ii) when an Event of Default exists, the Administrative Agent may conduct field examinations and inventory appraisals of the type described in this Section 5.06)clause (b) at any time, (iii) the Administrative Agent may conduct one additional field examination and one additional inventory appraisal during any twelve (12) month period at the expense of the Lenders and (iv) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.

Inspections. The Borrower will(a) Subject to the terms hereof, Buyer shall have the right during the Inspection Period (unless this Agreement is terminated earlier as provided herein), to enter upon the Property at all reasonable times and from time to time for any purpose contemplated by the terms and conditions hereof; provided, however, that any entry shall be at the sole cost, expense and risk of Buyer, and will cause each that, except for the mere discovery of existing defects or conditions affecting the Property, Buyer hereby indemnifies and agrees to hold Seller harmless from and against any and all loss, cost or expense (including attorneys’ fees and expenses) resulting, directly or indirectly, from any entry by ▇▇▇▇▇, or any employee, agent, principal or independent contractor of Buyer, upon the Property; provided, however, that the foregoing indemnity shall not extend to (i) protect Seller from any pre-existing liabilities for matters merely discovered by Buyer (i.e., latent environmental contamination) or (ii) any liens, claims, causes of action, damages, liabilities or expenses that are attributable to the action or inaction of Seller or its Restricted Subsidiaries toagents or employees. SUCH INDEMNIFICATION WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE BENEFIT OF SELLER, permit EVEN IF THE APPLICABLE CLAIM AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT, PREMISES LIABILITY, OR STRICT LIABILITY IS IMPOSED UPON OR ALLEGED AGAINST SELLER. Buyer shall notify Seller not less than twenty-four (24) hours in advance of any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordssuch proposed entry, and Seller may (to discuss its the extent it timely makes personnel available) be present during any such entry by Buyer. Further, ▇▇▇▇▇ agrees to (i) satisfy any and their respective affairsall mechanic’s liens which may be filed or threatened against the Property as a result of such entry by Buyer, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) mayemployees, if it so choosesagents, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives principals or independent contractors) may do any of , onto the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary hereinProperty, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).and

Inspections. The Borrower Each Obligor will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative officers and designated by representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower any such Obligor and any of its such Restricted Subsidiaries at which Subsidiary to the principal financial records extent that it is within such Obligor’s or such Restricted Subsidiary’s control to permit such inspection (and executive officers of shall use commercially reasonable efforts to cause such inspection to be permitted to the applicable Person are located, extent that it is not within such Obligor’s or such Restricted Subsidiary’s control to inspect, copy and take extracts from its and their respective financial and accounting recordspermit such inspection), and to examine the books and records of any such Obligor and any such Restricted Subsidiary and discuss its and their respective the affairs, finances and accounts with of any such Obligor and of any such Restricted Subsidiary with, and be advised as to the same by, its and their Responsible Officers officers and independent public accountants accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (provided that and subject, in the Borrower (or any case of its subsidiaries) may, if it so chooses, be present at or participate in any such discussionmeetings or advice from such independent accountants, to such accountants’ customary policies and procedures), all upon reasonable notice and at reasonable times during normal business hours; provided that, any such visits and inspections shall be arranged upon consultation with the Parent Guarantor using commercially reasonable efforts to avoid disruption to the operations; provided, further, that except for any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.067.2, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during in any calendar year and (iic) only one no such time per calendar year visit shall be at the expense of the Borrower and its Restricted SubsidiariesParent Guarantor’s expense; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice notice. The Administrative Agent and (d) notwithstanding anything to the contrary herein, neither Required Lenders shall give the Borrower nor any Parent Guarantor or the applicable Restricted Subsidiary shall be required the opportunity to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss participate in any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and discussions with its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)independent public accountants.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by representatives of the Administrative Agent and each Lender: (a) if no Default or Event of Default has occurred and is then continuing, at the expense of the Administrative Agent or such Lender, as the case may be, and upon reasonable prior notice to the Borrower, to visit the principal executive office of the Borrower, to discuss the affairs, finances, prospects and accounts of the Borrower and its Subsidiaries with the officers of the Borrower and its Subsidiaries and (with the consent of the Borrower, which consent shall not be unreasonably withheld and in the presence of one or more officers of the Borrower) with the Borrower's independent certified public accountants and (with the consent of the Borrower, which consent shall not be unreasonably withheld) to visit the other offices and properties of the Borrower and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) if any Default or Event of Default has occurred and is then continuing, at the expense of the Borrower, to visit and inspect any of the offices or properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedSubsidiary, to inspect, copy and take extracts from its and examine all of their respective financial and accounting books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its and their respective affairs, finances finances, prospects and accounts with its and their Responsible Officers respective officers and independent certified public accountants (provided that and by this provision the Borrower (or any of its subsidiaries) mayauthorizes said accountants to discuss the affairs, if it so choosesfinances, be present at or participate in any such discussion), all upon reasonable notice prospects and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense accounts of the Borrower and its Restricted Subsidiaries), (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) all at such times and as often as may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)requested.

Inspections. The Borrower (a) Each Loan Party will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative any Agent to visit and inspect any of the properties of the Borrower any Loan Party and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedrespective Subsidiaries, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided that (a) provided, that, excluding such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b5.06(a) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) and the Administrative Agent shall not exercise such rights more often than one time two (2) times during any calendar year year, absent the existence of an Event of Default and (ii) only one (1) such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrower's expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of its their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. (b) At reasonable times during normal business hours and upon reasonable prior notice that the Agents request, independently of or in connection with the visits and inspections provided for in clause (da) notwithstanding anything above, the Borrower and the Subsidiaries will grant access to the contrary hereinAgents (including employees of an Agent or any consultants, neither accountants, lawyers and appraisers retained by the Borrower nor any Restricted Subsidiary shall be required Agents) to disclosesuch Person's books, permit records, accounts and Inventory so that the inspectionAgents or an appraiser retained by the Agents may conduct an inventory appraisal. In addition to, examination and not in limitation of, the foregoing, from time to time the Agents may conduct (or making engage third parties to conduct) such field examinations, verifications and evaluations as the Agents may deem necessary or appropriate; provided, that, absent the existence and continuance of copies an Event of Default or taking abstracts froma Liquidity Event as to which the Administrative Agent has provided notice to the Borrower, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Agents may conduct no more than one inventory appraisal in any calendar year, and its subsidiaries and/or any of its customers and/or suppliers, (ii) the Agents may conduct no more than two such field examinations in respect any calendar year; provided further, that if Excess Availability is or has been greater than $40,000,000 for a period of which disclosure three consecutive months prior to the Administrative Agent or any Lender second field examination, only one field examination shall be performed in a calendar year. All such appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties and the Agents shall provide the Borrower with a reasonably detailed accounting of all such expenses. (or any c) The Loan Parties acknowledge that the Agents, after exercising their rights of their respective representatives or contractors) is prohibited inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties' assets for internal use by applicable Requirements of Lawthe Agents and the Lenders, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect the provisions of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)9.12 hereof.

Inspections. The Lead Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Borrowers and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Borrowers (or any of its their subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the reasonable expense of the Borrowers, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only such one such time per calendar year shall be at the expense of the Borrower Borrowers and its their Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Lead Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter which (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, fiduciary duty or Contractual Obligation (not created in contemplation thereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product work-product; provided that the Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent that information is not disclosed or provided pursuant to this clause (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06d)(iii).

Inspections. The Borrower will, and will cause each of its the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its the Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that representatives of the Borrower (or any of its subsidiariesSubsidiaries) may, if it the Borrower so chooses, be present at or participate in any such discussiondiscussions), all upon reasonable notice and at reasonable times during normal business hourshours selected by the Borrower; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year and (ii) with only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower’s expense); provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) without limitation; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its customers and/or or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).,

Inspections. The Twice per calendar year (or during the continuance of any Event of Default or Servicer Default, as frequently as requested by the Administrative Agent), at the expense of the Borrower will(such expense not to exceed $[*****] per annum absent an Event of Default or Servicer Default), the Administrative Agent (or its designee) may, and will cause each of its Restricted Subsidiaries is hereby authorized to, permit any authorized representative designated by upon reasonable notice and during regular business hours (i) hire an accounting firm reasonably satisfactory to the Administrative Agent to complete up to two audits of the Borrower, Seller, or Servicer per year (or during the continuance of any Event of Default or Servicer Default, as frequently as reasonably requested by the Administrative Agent) under a scope of work reasonably agreed to by the Borrower, Seller or Servicer, as applicable, (ii) examine via WebEx or other similar online platform or at the offices of the Borrower, Seller, or Servicer (at any location where it keeps records with respect to the Borrower) all books, records and documents (including computer tapes and disks), and (iii) visit the offices and inspect properties of the Borrower, the Seller, and/or Servicer to engage in discussions with any of the properties officers, employees or independent public accountants of any of them having knowledge within the scope of such inspection, in the case of either clause (i), clause (ii) or clause (iii), for the purpose of examining such materials, to discuss matters relating to the Purchased Participations and the related Receivables, the performance of (or ability or inability to perform under) any Transaction Document by the Borrower, Seller, or Servicer, to test, among other items, accuracy of reporting, cash management, asset representation and collateral management for the Borrower and the business of any of its Restricted Subsidiaries at which the principal financial records and executive officers foregoing. For avoidance of doubt, except to the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only extent necessary for the Administrative Agent on behalf to enforce rights against the Collateral after an Event of Default (including, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, Seller and/or Servicer to disclose to any Agent or any other Person: (A) any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the Lenders may exercise attorney-client privilege in connection with active litigation to the rights detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent or its representative could, pursuant to the terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and the Lenders under this Section 5.06such Agent or its representative agrees to such terms, (b) except as expressly set forth in clause (c) below provided, that during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower shall, and its Restricted Subsidiariesshall cause the Seller and Servicer to, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon take all commercially reasonable advance notice and (d) notwithstanding anything actions to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any Lender records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as reasonably determined by counsel to the Borrower (which may be in-house counsel), Seller or any of their respective representatives or contractors) Servicer, as applicable, is prohibited by applicable Requirements law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of Lawan Event of Default, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall, and shall cause the Seller and Servicer, to any third party (provided take all good faith actions to provide such confidentiality obligations were disclosure in a manner that will not entered into in contemplation of the requirements of this Section 5.06)violate applicable law.

Inspections. The Borrower willOnce per calendar year (or, and will cause each after the occurrence of its Restricted Subsidiaries toany Default, permit any authorized representative designated Event of Default, Servicer Default, Seller Default, or Amortization Event, as frequently as requested by the Administrative Agent to visit and inspect any Agent), at the expense of the properties of Borrower, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower Administrative Agent (or any of its subsidiariesdesignee) may, if it so choosesand is hereby authorized to, be present at or participate in any such discussion), all upon reasonable notice and during regular business hours (i) examine via WebEx or other similar online platform or at reasonable times during normal the offices of the Borrower, Seller, or Servicer (at any location where it keeps records with respect to the Borrower) all books, records and documents (including computer tapes and disks), and (ii) visit the offices and properties of the Borrower, Seller, and/or Servicer and engage in discussions with any of the officers, employees or independent public accountants of any of them having knowledge within the scope of such inspection, in the case of either clause (i) or clause (ii), for the purpose of examining such materials and to discuss matters relating to the Purchased Receivables, the performance of (or ability or inability to perform under) any Transaction Document by the Borrower, Seller, or Servicer, and the business hours; provided that of any of the foregoing. For avoidance of doubt, except to the extent necessary for the Secured Parties to enforce rights against the Collateral after an Event of Default (aincluding, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, LendingClub, or any Subsidiary thereof to disclose to any Agent or any other Person: (A) only any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the attorney- client privilege in connection with active litigation to the detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent on behalf of or its representative could, pursuant to the Lenders may exercise the rights of the Administrative terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and such Agent and the Lenders under this Section 5.06or its representative agrees to such terms, (b) except as expressly set forth in clause (c) below provided, that during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower shall, and its Restricted Subsidiariesshall cause the Seller and Servicer to, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything take all actions possible to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any Lender records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as confirmed in an opinion of counsel to the Borrower, Seller or any of their respective representatives or contractors) Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable Requirements law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of Lawan Event of Default, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall, and shall cause the Seller and Servicer, to any third party (provided take all possible actions to provide such confidentiality obligations were disclosure in a manner that will not entered into violate applicable law. If the Administrative Agent shall exercise its inspection rights hereunder and also exercises its inspection rights under the LendingClub Aggregation Facility, it shall conduct its inspection in contemplation conjunction with the inspection conducted pursuant to the LendingClub Aggregation Facility and shall use procedures that avoid duplication and repetition of inspections conducted under the requirements of this Section 5.06)LendingClub Aggregation Facility.

Inspections. The At any reasonable time and from time to time, in each case upon reasonable notice to the Borrower willand subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, and will cause each of its Restricted Subsidiaries toregulation or governmental guidelines, permit any authorized representative designated by the Administrative Agent each Bank to visit and inspect any of the properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers Material Subsidiary of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsBorrower, and to examine and make copies of and abstracts from the records and books of account of the Borrower and its Material Subsidiaries and discuss its and their respective the affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesMaterial Subsidiaries with its and their officers and independent accountants (and subject, (c) when an in the case of any such meetings or advice from such independent accountants, to such accountants' customary policies and procedures); provided, however, that advance notice of any discussion with such independent public accountants shall be given to the Borrower and the Borrower shall have the opportunity to be present at any such discussion; provided, further, that the Borrower shall bear the cost and expense of only one such visit per calendar year as well as any such visits after and during the continuance of any Default or Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding Default. Notwithstanding anything to the contrary hereinin this Section 5.01(e), neither the Borrower nor any Restricted Subsidiary shall will be required to disclose, permit the inspection, examination or making of copies of or taking abstracts fromof, or discuss discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets secrets, or non-financial proprietary information information, not reasonably related to the actual or projected financial results of operation of the Borrower and its subsidiaries and/or any of its customers and/or suppliersSubsidiaries, (ii) in respect of which to the extent disclosure to the Administrative Agent or any Lender Bank (or any of their respective representatives or contractors) is prohibited by applicable Requirements any requirement of Law, law or court or regulatory order or any binding agreement not entered into for the purpose of avoiding disclosure to the Banks or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.

Inspections. The Borrower willAgent, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise Lenders, and its agents (including, but not limited to representatives of any inspection agent appointed by any Lender), shall have the rights of the Administrative Agent and the Lenders under this Section 5.06right, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Defaultat any time, to (i) during the Administrative Guarantors’ usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Guarantors’ usual business hours, inspect, audit and make copies or extracts from any of the Guarantors’ records, computer systems, files, and books of account related to the Collateral; (iii) during the Guarantors’ usual business hours, monitor the Guarantors’ performance of their obligations with respect to this Agreement; (iv) obtain information about the Guarantors’ affairs and finances from any Person; and (v) verify, in the Agent’s name or in the name of the Guarantors, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Each Guarantor, shall, upon the Agent’s request from time to time, instruct its vendors and its accountants to make available to the Agent and discuss with the Agent such information and records as the Agent may reasonably request. Each Guarantor authorizes the Agent, if requested by a Person other than a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the Guaranteed Obligations, Collateral and such Guarantor’s performance of this Agreement. If any Guarantor maintains or stores any data with respect to Collateral on a computer data system, any Guarantor shall not exercise upon request of the Agent provide the Lenders with (i) on-line access to such rights more often than one time during any calendar year computer data system and (ii) only one such time per calendar year shall be at deliver to the expense Lenders duplicate copies of the Borrower and its Restricted Subsidiaries, (c) when an Event requested data in machine readable form acceptable to the Lenders along with a printout or other hard copy of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower such data. If at any time during normal business hours the term of this Agreement, Agent or any of the Lenders establish on-line access to the Guarantors’ computer systems, Agent and upon each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Guarantors’ information therein, Agent and each such Lender shall restrict its access to those parts of the Guarantors’ computer systems that relate to the Collateral and Agent and each such Lender shall observe all reasonable advance notice security requirements relating to the Guarantors’ computer systems as Agent and such Lender is advised of by the Guarantors; provided, however, that such observance shall in no way prevent Agent or such Lender from accessing Guarantors’ information. Upon the written consent of the Required Lenders, each Lender and its agents (dincluding, but not limited to, representatives of any inspection agent appointed by any Lender) notwithstanding may inspect and otherwise take the same actions as Agent set forth in this Section 3.4. Notwithstanding anything set forth herein to the contrary herein, neither the Borrower nor and provided that no Pre-Default Event or Event of Default shall have occurred and be continuing hereunder or under any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Loan Documents, Agent, on behalf of the Lenders, and its subsidiaries agents shall not conduct such inspection and/or audit more than one (1) time in any Accounting Period; provided, however, that the duration and scope of its customers any such inspection and/or suppliersaudit conducted during an Accounting Period may comprise of and extend across multiple days, (ii) in respect of which disclosure to the Administrative Agent days may or any Lender (or any of their respective representatives or contractors) is prohibited may not be consecutive, all as determined by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Agent.

Inspections. The Borrower Holdings will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent Required Lenders to visit and inspect any of the properties of the Borrower owned or leased by Holdings and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of Holdings (provided that the Borrower Holdings (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent Required Lenders shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsexists and is continuing, the Administrative Agent Required Lenders (or any of its representatives or independent contractorstheir representatives) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiA) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiB) that is subject to attorney-client or similar privilege or constitutes attorney work product or product, (ivC) in respect of which the Borrower Holdings or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06) or (D) in respect of which disclosure is not required pursuant to the proviso to Section 5.01(l).

Inspections. The Borrower willPermit Agent and each Bank, through their authorized attorneys, accountants and will cause representatives to examine (and make copies of) Company’s and each of its Restricted Subsidiaries tothe Subsidiaries’ books, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedaccounts, to inspect, copy and take extracts from its and their respective financial and accounting records, ledgers and to discuss its assets and their respective affairsproperties (including without limitation, finances any Collateral) of every kind and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) maydescription including, if it so chooses, be present at or participate in any such discussion)without limitation, all upon reasonable notice and promissory notes, security agreements, customer applications, vehicle title certificates, chattel paper, Uniform Commercial Code filings, wherever located at all reasonable times during normal business hours, upon oral or written request of Agent or such Bank; and permit Agent and each Bank or their authorized representatives, at reasonable times and intervals, to visit all of its offices, discuss its financial matters with its officers and independent certified public accountants, and by this provision Company authorizes such accountants to discuss the finances and affairs of Company and its Subsidiaries (provided that Company is given an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. An examination of the records or properties of Company or any of its Subsidiaries may require revealment of proprietary and/or confidential data and information, and the Agent and each of the Banks agrees upon request of the inspected party to execute a confidentiality agreement (asatisfactory to Agent or the inspecting Bank, as the case may be, and such party) only the Administrative Agent on behalf of the Lenders may exercise Agent or such inspecting Bank and all parties making such inspections or examinations under its authorization; provided however that such confidentiality agreement shall not prohibit Agent from revealing such information to Banks or prohibit the rights inspecting Bank from revealing such information to Agent or another Bank. Notwithstanding the foregoing, all information furnished to the Banks hereunder shall be subject to the undertaking of the Administrative Banks set forth in Section 13.13 hereof. All reasonable costs and expenses incurred by Agent and in connection with the Lenders inspections conducted under this Section 5.067.8 will be reimbursed by the Company, (b) except as expressly set forth in clause (c) below during provided that the continuance of an Event of Default, (i) the Administrative Agent Company shall not exercise be responsible for the costs and expenses of any such rights inspections undertaken more often than one time during once in any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when twelve month period unless an Event of Default exists, is then continuing. All costs and expenses incurred by any Bank (other than the Administrative Agent (or any of its representatives or independent contractorsAgent) may do any of in connection with the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary inspections conducted under this Section 7.8 shall be required to disclose, permit for the inspection, examination or making account of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Bank.

Inspections. The Borrower will, and will cause each of its the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its the Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that representatives of the Borrower (or any of its subsidiariesSubsidiaries) may, if it the Borrower so chooses, be present at or participate in any such discussiondiscussions), all upon reasonable notice and at reasonable times during normal business hourshours selected by the Borrower; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year and (ii) with only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower’s expense); provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) without limitation; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its customers and/or or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were to the extent not entered into created in contemplation of the requirements of such Person’s obligations in this Section 5.06).

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries other Loan Party to, in each case, permit any authorized representative designated by the Administrative Agent (and during the continuance of an Event of Default, permit any authorized representative designated by any Lender) to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records other Loan Party to inspect and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsrecords and other information relating to the Collateral, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that representatives of the Borrower (or any of its subsidiariesother Loan Party) may, if it the Borrower so chooses, be present at or participate in any such discussiondiscussions), all upon reasonable notice and at reasonable times during normal business hourshours selected by the Borrower; provided that (a) in the absence of the existence and continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the immediately succeeding proviso below with respect to inspections during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsis continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) without limitation; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its customers and/or or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were to the extent not entered into created in contemplation of the requirements of such Person’s obligations in this Section 5.06). Notwithstanding the foregoing, no more than one such inspection shall be at the Borrower’s expense during any fiscal year unless an Event of Default has occurred and is continuing.

Inspections. The Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), 105 the Borrower will provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.

Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section ‎Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the a Borrower nor any Restricted Subsidiary shall be required to deliver, disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and andor its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section ‎Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Parent Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.

Inspections. The Borrower will(i) From time to time, upon reasonable prior notice and will cause each of its Restricted Subsidiaries to, during regular business hours permit any authorized representative representatives designated by the Administrative Buyer, Agent, each Purchaser Agent to visit and inspect any of the properties of the Borrower each LOC Issuer and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial agents or representatives including certified public accountants or other auditors or consultants, on a coordinated basis (A) to examine and accounting recordsmake copies of and abstracts from all Records in the possession or under the control of Originator or its Affiliates or agents, and (B) to visit the offices and properties of Originator or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Receivables originated by Originator or Originator’s performance hereunder with any of the officers or employees of Originator or its Affiliates having knowledge of such matters and their respective (ii) use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and accounts with its condition of the Originator, all at such reasonable times and as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided, that (x) any Purchaser, any Purchaser Agent, each LOC Issuer, Agent and any of their Responsible Officers and independent respective agents or representatives including certified public accountants or other auditors or consultants will conduct such requests for visits and inspections through the Agent and (provided y) unless an Event of Default has occurred that has not been waived in accordance with the Borrower (or any terms of its subsidiaries) maythis Agreement, if it so choosessuch visits, inspections and discussions shall be present at or participate in any such discussion), all upon reasonable notice limited to two per calendar year and at reasonable times during normal business hoursthe sole costs and expense of the Purchasers; provided further that (a) only one such visit, inspection and discussion shall be coordinated with the Administrative Agent on behalf preparation of the Lenders may exercise the rights annual agreed upon procedures report required pursuant to Section 7.5(f) of the Administrative Agent Receivables Purchase Agreement) and coordinated with any visits, inspections and discussions with the Lenders under this Servicer pursuant to Section 5.06, 7.4(c) of the Receivables Purchase Agreement and (b) except as expressly set forth in clause (c) below during after the continuance occurrence of an any Event of Default, (i) Default that has not been waived in accordance with the Administrative Agent shall not exercise terms of this Agreement all such rights more often than one time during any calendar year and (ii) only one such time per calendar year activities shall be at the sole cost and expense of the Borrower Originator and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary no limitation shall be required to discloseimposed on the number of visits, permit the inspectioninspections or discussions. Each Purchaser, examination or making of copies of or taking abstracts fromeach Purchaser Agent, or discuss any documentLOC Issuer, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Agent and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective agents or representatives including certified public accountants or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject other auditors or consultants shall provide the Originator the opportunity to attorney-client or similar privilege or constitutes attorney work product or (iv) participate in respect of which any discussions with the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Originator’s independent accountants.

Inspections. The Borrower willOnce per calendar year (or, and will cause each after the occurrence of its Restricted Subsidiaries toany Default, permit any authorized representative designated Event of Default, Servicer Default, Seller Default, or Amortization Event, as frequently as requested by the Administrative Agent to visit and inspect any Agent), at the expense of the properties of Borrower, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower Administrative Agent (or any of its subsidiariesdesignee) may, if it so choosesand is hereby authorized to, be present at or participate in any such discussion), all upon reasonable notice and during regular business hours (i) examine via WebEx or other similar online platform or at reasonable times during normal the offices of the Borrower, Seller, or Servicer (at any location where it keeps records with respect to the Borrower) all books, records and documents (including computer tapes and disks), and (ii) visit the offices and properties of the Borrower, Seller, and/or Servicer and engage in 57 discussions with any of the officers, employees or independent public accountants of any of them having knowledge within the scope of such inspection, in the case of either clause (i) or clause (ii), for the purpose of examining such materials and to discuss matters relating to the Purchased Receivables, the performance of (or ability or inability to perform under) any Transaction Document by the Borrower, Seller, or Servicer, and the business hours; provided that of any of the foregoing. For avoidance of doubt, except to the extent necessary for the Secured Parties to enforce rights against the Collateral after an Event of Default (aincluding, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, LendingClub, or any Subsidiary thereof to disclose to any Agent or any other Person: (A) only any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the attorney-client privilege in connection with active litigation to the detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent on behalf of or its representative could, pursuant to the Lenders may exercise the rights of the Administrative terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and such Agent and the Lenders under this Section 5.06or its representative agrees to such terms, (b) except as expressly set forth in clause (c) below provided, that during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower shall, and its Restricted Subsidiariesshall cause the Seller and Servicer to, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything take all actions possible to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any Lender records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as confirmed in an opinion of counsel to the Borrower, Seller or any of their respective representatives or contractors) Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable Requirements law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of Lawan Event of Default, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall, and shall cause the Seller and Servicer, to any third party (provided take all possible actions to provide such confidentiality obligations were disclosure in a manner that will not entered into in contemplation of the requirements of this Section 5.06)violate applicable law.

Inspections. The Borrower will(a) Buyer (directly or through its Affiliates and advisors) is an informed and sophisticated purchaser, and will cause each has engaged expert advisors, experienced in the evaluation and purchase of the Companies as contemplated hereunder. Buyer (directly or through its Restricted Subsidiaries toAffiliates) has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, permit delivery and performance of this Agreement. (b) THE SELLER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANIES OR THE BUSINESS OF THE COMPANIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 2. (c) Without limiting the generality of the foregoing, neither the Seller nor any authorized representative designated of the Seller has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of the Companies made available to Buyer, including due diligence materials, or in any presentation of the business of the Companies by management of the Administrative Agent to visit Companies or others in connection with the transactions contemplated hereby, and inspect no statement contained in any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (such materials or any of its subsidiaries) may, if it so chooses, be present at or participate made in any such discussion)presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, all upon reasonable notice delivering and at reasonable times during normal business hours; provided performing this Agreement and the transactions contemplated hereby. It is understood that (a) only any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to any offering memorandum or similar materials made available by the Administrative Agent on behalf Seller and the Companies, are not and shall not be deemed to be or to include representations or warranties of the Lenders may exercise the rights of the Administrative Agent Seller, and are not and shall not be deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)transactions contemplated hereby.

Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product product. (b) At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or (ivany consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless a Specified Default exists, the Administrative Agent shall not conduct more than (A) one field examination and one inventory appraisal with respect to the Collateral in each calendar year (but for the calendar year ending December 31, 2016, only after August 31, 2016), (B) one additional field examination and one additional inventory appraisal with respect to the Collateral in any Fiscal Year after the date of which the Borrower or this Agreement if, at any Restricted Subsidiary owes confidentiality obligations to any third party (provided time during such confidentiality obligations were not entered into in contemplation Fiscal Year, Availability is less than 15% of the requirements Line Cap and (C) one additional field examination and one additional inventory appraisal in any Fiscal Year during which a Liquidity Period exists, (ii) when a Specified Default exists, the Administrative Agent may conduct field examinations and inventory appraisals of the type described in this Section 5.06)clause (b) at any time and (iii) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. The Borrower willServicer and each Subservicer shall permit the Administrative Agent, the Backup Servicer, each Agent, the Lenders and their agents and representatives, upon thirty (30) days’ prior notice (provided that from and after the occurrence and during the continuance of any Event of Default or Facility Amortization Event, five (5) Business Days’ prior notice) and during regular business hours, to periodically, at the discretion of the Administrative Agent, the Backup Servicer and the Lenders, as applicable, review the collection and administration of the Receivables by the Servicer and the Subservicers in order to assess compliance by the Servicer and the Subservicers with the Collection Policy and this Agreement and may conduct a review of the Receivables and Receivable Files in conjunction with such a review. Such review may include tours of the facilities of the Servicer and the Subservicers and discussions with their respective managements. Reasonable costs and expenses incurred in connection with any such visit, review and inspection conducted pursuant to this subsection and the reports described in Section 7.08 shall be at the Servicer’s expense not to exceed $150,000 in any one calendar year; provided, that if no Event of Default or Facility Amortization Event shall have occurred and be continuing, the Administrative Agent, the Backup Servicer, each Agent, the Lenders or their respective agents or representatives shall, during any 12-month period beginning on the Closing Date and on each anniversary thereof, only be entitled to conduct one such inspection and, at the discretion of the Administrative Agent, two additional inspections for the purpose of verifying the existence of Collateral, ensuring the eligibility of Collateral (including compliance with the Credit Policy) via loan-level testing (which sample size shall be determined by the Administrative Agent), and will cause ensuring compliance with the Class A Borrowing Base and the Total Borrowing Base and provided, further, that if an Event of Default or Facility Amortization Event shall have occurred and be continuing, there shall be no limit on the number of such visits, reviews and inspections the Administrative Agent, the Backup Servicer, each Agent, the Lenders or their respective agents or representatives shall be entitled to conduct and there shall be no cap on the reimbursement by the Servicer of its Restricted Subsidiaries tothe reasonable costs and expenses incurred by the Administrative Agent, permit any authorized representative designated the Backup Servicer, each Agent, the Lenders or their respective agents or representatives in connection therewith. It is anticipated that each inspection by the Administrative Agent to visit and inspect any (or its designee) of the properties Servicer or Subservicers will be a full operational, legal, compliance and collateral audit and will verify among other items, the existence of the Borrower Collateral, cash application and any of its Restricted Subsidiaries at which the principal financial records aging and executive officers of the applicable Person are locatedeligibility, to inspect, copy will include a litigation and take extracts from its and their respective financial and accounting recordsregulatory review, and will confirm that internal ratings actually applied conform to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only underwriting standards. Each audit by the Administrative Agent (or its designee) will also include a sample review of no fewer than 200 Receivable Files and Servicer Files to check the accuracy of information provided by the Borrower, the Servicer or the Subservicers. The Servicer shall reimburse the Administrative Agent, the Backup Servicer, the Lenders and the Agents for all reasonable fees, costs and expenses incurred by or on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under Secured Parties in connection with the foregoing actions promptly upon receipt of a written invoice therefor. Nothing in this Section 5.06, (b) except as expressly set forth in clause (c) below during shall derogate from the continuance obligation of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during Agent, the Backup Servicer, each Agent, the Lenders (and their agents and representatives), the Servicer and the Subservicers to observe any calendar year Applicable Law prohibiting disclosure of information regarding the Obligors and (ii) only one such time per calendar year shall be at the expense failure of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existsServicer or any Subservicer to provide access to information as provided in this Section, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect disclosure of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Applicable Law, (iii) that is subject to attorney-client shall not constitute a breach of this Section. Any audit, visit or similar privilege or constitutes attorney work product or (iv) inspection provided for herein shall be conducted in respect of which accordance with the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation rules of the requirements Servicer respecting safety and security on its premises. Any access granted to Administrative Agent, the Backup Servicer, each Agent, the Lenders and their agents and representatives shall be coordinated and at the same time. Neither the foregoing nor any other provision of this Section 5.06)Agreement shall be construed to give rise to a right, expectation or other entitlement on the part of any Person to inspect, examine, access or visit any Computershare data center, Computershare computer system or other secure Computershare facility, including at any such time that Computershare may be serving as Successor Servicer.

Inspections. 5.6.1. The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into violate such confidentiality obligations. 5.6.2. At reasonable times during normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, each Loan Party will grant access to the Administrative Agent (including employees of Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to its books, records, Accounts and Inventory so that the Administrative Agent or an Approved Appraiser may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate and the reasonable and documented expenses incurred in contemplation respect thereof shall be payable by the Borrowers subject to the limitations in this Section 5.06(b); provided that (i) unless an Event of Default exists, the Administrative Agent shall not conduct more than (A) one (1) field examination and one inventory appraisal with respect to the Collateral in each twelve (12) month period and (B) one (1) additional field examination and one (1) additional inventory appraisal with respect to the Collateral in any twelve (12) month period after the date of this Agreement if, at any time during such twelve (12) month period, (1) Availability is less than the greater of (x) $37.5 million and (y) 12.5% of the requirements Line Cap for five (5) consecutive Business Days, (2) until the date Availability is equal to or greater than the greater of (x) $37.5 million and (y) 12.5% of the Line Cap for at least thirty (30) consecutive calendar days, (ii) when an Event of Default exists, the Administrative Agent may conduct field examinations and inventory appraisals of the type described in this Section 5.06)5.06(b) at any time, (iii) the Administrative Agent may conduct one (1) additional field examination and one (1) additional inventory appraisal during any twelve (12) month period at the expense of the Lenders and (iv) the Administrative Agent may conduct additional field exams or appraisals requested or consented to by Lead Borrower from time to time in its sole discretion.

Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, Loan Parties shall permit any authorized representative designated by the Administrative Agent and each Lender, or any agent or representative thereof, upon reasonable notice and during normal business hours so long as no Default shall have occurred and be continuing and otherwise at any time as the Administrative Agent and any Lender may determine with or without prior notice to the Borrower, to visit and inspect any of the properties and offices of the Borrower and Loan Parties, to conduct audits of any of its Restricted Subsidiaries at which the principal financial records and executive officers or all of the applicable Person are locatedCollateral, to inspect, copy examine the books and take extracts from its records of the Loan Parties and their respective financial and accounting recordsmake copies thereof, and to discuss its and their respective the affairs, finances and accounts business of the Loan Parties with its their officers, auditors and their Responsible Officers accountants, all at such times and independent public accountants (provided that intervals as the Borrower (Administrative Agent or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hoursLender may reasonably request; provided that (ai) any such visits and inspections conducted when no Event of Default has occurred and is continuing shall be at the expense of the Administrative Agent or such Lender, as applicable (it being understood that the Lenders shall indemnify and reimburse the Administrative Agent on a pro rata basis as contemplated by Section 7.04) and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (or a Lender to the extent such visit or inspection is coordinated through the Administrative Agent) may exercise the rights of under this Section 5.01(c) and the Administrative Agent and the Lenders under this Section 5.06Lenders, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Defaultcollectively, (i) the Administrative Agent shall not exercise such rights more often than one time two (2) times during any calendar year and (ii) only one such time per calendar year shall be at absent the expense existence of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding Default. Notwithstanding anything to the contrary hereinin this Section 5.01(c) or any other Credit Document, neither the Borrower nor any Restricted Subsidiary of its Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts fromof, or discuss discussion of, any document, information or other matter (ia) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractorsrepresentatives) is prohibited by applicable Requirements any Requirement of Law, Law or any binding contractual agreement (iiiso long as such contractual agreement was not entered into to limit the information available under the provisions of the first sentence of this Section 5.01(c)) that or (c) is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.

Inspections. The Borrower Loan Parties will, and will cause each of its their Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower any Loan Party and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower such Loan Party (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrowers, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower Loan Parties nor any of their Restricted Subsidiary Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its their customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).