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 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 and copy 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 owned or leased by 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 inspect, copy and copy 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; providedyear and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by 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 inspect, copy and copy 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)) 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by 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 and copy 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 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 5.06 7.03(k) during any 12-month period beginning on the Closing Date and (b) except as expressly set forth in the proviso below during the continuance of on each anniversary thereof; provided, that if an Event of Default under Section 7.01(a)Default, (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Unmatured Event of Default under Section 7.01(a), (f) or (g) exists Facility Amortization Event shall have occurred and is 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) may do any no fewer than 200 Receivable Files and Servicer Files to check the accuracy of information provided by the Borrower, the Servicer or 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; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 owned or leased by 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 inspect, copy and copy 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)‎Section 5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 representatives designated by the Administrative Agent to visit and inspect any of the properties owned or leased by 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 inspect, copy and copy 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 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 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 5.06, and (by) except as expressly set forth provided in the proviso below during in connection with the occurrence and continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists has occurred and is continuing, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, or other matter (Ai) 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 suppliersinformation, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of the Top Borrower and its Restricted Subsidiaries; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Top Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 tangible Property of the properties owned Borrower or leased by the Borrower and any of its such Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect and copy 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 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)accountants, all upon reasonable notice and at such reasonable times during normal business hourshours as the Administrative Agent may request, in each case, subject to Section 10.23; provided that (ai) only reasonable 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 Borrower, which agreement will not be unreasonably withheld, (ii) excluding any such visits and the Lenders under this Section 5.06 and (b) except as expressly set forth in the proviso below inspections during the continuance continuation of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such its rights under this Section 6.2 more often than one (1) time during any calendar such fiscal year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and the Borrower is continuing, not obligated to compensate the Administrative Agent for more than one (or any of its representatives1) may do any of the foregoing at the expense of the Borrower at any time during normal business hours inspection and upon reasonable advance 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 (A) 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, (B) in respect of which disclosure to by the Administrative Agent or during any Lender (or calendar year and any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (C) that is such compensation shall be subject to attorney-client the limitations of Section 10.13, and (iii) 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 similar privilege or constitutes attorney work product or (D) in respect of which utilize information from such inspections for any purpose other than a purpose reasonably related to its capacity as Administrative Agent. 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 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 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 and copy 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Parent Borrower; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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 (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by 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 inspect, copy and copy 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 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that year and (ii) only one such time per calendar year shall be at the expense of the Borrowers and their Restricted Subsidiaries and (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, furtherthat, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, their customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by 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 inspect, copy and copy 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)) 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 of the properties 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 locatedAgent), to inspect and copy 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 Borrower, 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 5.06 and (b) except as expressly set forth in the proviso below or its representative agrees to such terms, provided, that during the continuance of an Event of Default under Section 7.01(a)Default, (f) or (g)the Borrower shall, and shall cause the Seller and Servicer to, take all actions possible to make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any 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 Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall not exercise such rights more often than one time during any calendar yearbe made to the fullest extent permitted by applicable law; and provided, further, that when during the continuance of an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingDefault, the Administrative Agent (or any of its representatives) may do any of Borrower shall, and shall cause the foregoing at the expense of the Borrower at any time during normal business hours Seller and upon reasonable advance notice; providedServicer, further, to take all possible actions to provide such disclosure in a manner 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 (A) 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, (B) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by will not violate applicable Requirements of Law, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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)law.

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 owned or leased by the Borrower of Parent and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of Parent; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Parent and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrower; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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 (Ai) 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, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and or its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 by the Administrative Agent to visit and inspect any of the properties owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by 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 inspect, copy and copy 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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 (Ai) 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 suppliersPerson, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by 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 inspect, copy and copy 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 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; providedyear and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties owned or leased by 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 and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time two times during any calendar yearyear (with only one such time at the Borrower’s expense); provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativestheir 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 noticenotice 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, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its borrowers, tenants customers or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 owned or leased by the of 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 inspect, copy and copy 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 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; providedyear and (ii) only one such time per calendar year shall be at the expense of the Parent Borrower and its Restricted Subsidiaries, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned of Holdings 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, copy and copy 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 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 the proviso below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of Holdings; provided, further, that when an Event of Default under Section 7.01(a)exists, (f) or (g) exists and is continuing, the Administrative Agent (or any of its representativesrepresentatives 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; 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, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Holdings and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by 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 inspect, copy and copy 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 at the expense of the Borrower 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, provided that when the limitation in this clause (b) shall not apply at any time an Event of Default under Section 7.01(a), (f) or (g) exists has occurred and is continuingcontinuing (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) 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 noticeexpenses 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, information or other matter (Ai) 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 borrowers, tenants or other occupants, joint venture partners, their respective customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 Borrower Each Issuer 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 owned or leased by the Borrower of such Issuer and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect inspect, copy and copy 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 such Issuer (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 Holders may exercise the rights of the Administrative Agent and the Lenders Holders under this Section 5.06 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Issuer; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Borrower Issuer at any time during normal business hours and upon reasonable advance notice; providedprovided further that, further, that notwithstanding anything to the contrary herein, neither the Borrower Issuer 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 (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and Issuer or its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) in respect of which disclosure to the Administrative Agent or any Lender Holder (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by 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 inspect, copy and copy 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 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; providedyear and (ii) only one such visit per calendar year shall be at the expense of the Administrative Borrower and its Restricted Subsidiaries, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by the Borrower of 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 inspect, copy and copy 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 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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, or other matter (Ai) 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 suppliersPerson, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by 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 inspect, copy and copy 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 provided, that the Borrower (or and/or any of its subsidiaries) 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 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives or independent contractors) (acting at the direction of the Required Lenders) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that notice and (d) notwithstanding anything to the contrary herein, 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 from, or discuss any document, information, or other matter (Ai) 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, Subsidiaries and/or any of its customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) in respect of which the Borrower or and/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 the Borrower and/or any of its Subsidiaries does not provide any such information in reliance on this clause, 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 Requirements of Law or confidentiality obligation, and without waiving such privilege, as applicable, such information.

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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by 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 inspect, copy and copy 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 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 5.06, and (by) except as expressly set forth provided in the proviso below during in connection with the occurrence and continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists has occurred and is continuing, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, or other matter (Ai) 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 suppliersinformation, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.05, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Company; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Company and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent Consent Party shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such visit per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent Consent Party (or any of its representativesrepresentatives 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; provided, further, 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 designated by the Administrative Agent to visit and inspect any of the properties owned or leased by 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 inspect, copy and copy 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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 (Ai) 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 suppliersPerson, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; year and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; notice; provided, furtherfurther that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 by the Administrative Agent to visit and inspect any of the properties owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Parent; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Parent and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned of Holdings 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, copy and copy 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 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 the proviso below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of Holdings; provided, further, that when an Event of Default under Section 7.01(a)exists, (f) or (g) exists and is continuing, the Administrative Agent (or any of its representativesrepresentatives 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; 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, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Holdings and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers offices of the applicable Person are locatedLoan Parties, to inspect conduct audits of any or all of the Collateral, to examine the books and copy 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 accountants, all at such times and intervals as the Administrative Agent or any Lender may request, all at the expense of the Borrower (Borrower's expense; provided that the Borrower (or any of its subsidiaries) maythat, if it so chooses, 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 5.01(c) and (b) except as expressly set forth only one exercise of such rights in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), any calendar year by the Administrative Agent shall not exercise such rights more often than one time during any calendar yearbe at the Borrower's expense; provided, further, further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent or any Lender (or any of its representativestheir 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; provided, further, that 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, information or other matter that (Ai) 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 suppliersinformation, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 properties of the properties owned Parent, such Servicer Party or leased by the Borrower and any 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 and copy its and their respective financial and accounting recordsexamining such materials described in clause (ii) above, and to discuss matters relating to Pool Receivables and the Related Security or the Seller's or such Servicer Party's performance under the Transaction Documents or under the Contracts with 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 and their respective affairs, finances and accounts with rights in clauses (i) through (iii) of this sentence more than once per each calendar quarter. The Agent or its and their Responsible Officers and independent public accountants agents or representatives shall at the expense of the Borrower (provided that Seller or the Borrower (or any of its subsidiaries) mayServicer and as frequently as the Agent may desire, 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 has the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders right under this Section 5.06 Agreement after the occurrence and (b) except as expressly set forth in the proviso below during the continuance of a Termination Event, or an Event of Default Default, upon reasonable prior notice to the Seller or either Servicer Party, to examine and audit, during business hours or at such other times as might be reasonable under Section 7.01(a)applicable circumstances, (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives) may do any all of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; providedbooks, 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, informationrecords, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of such Servicer Party or the Borrower Seller, or held by another for such Servicer Party or the Seller or on its behalf, concerning this Agreement and its subsidiaries and/or to conduct any of its borrowersother activities described in clauses (ii) and (iii) above. The Agent shall make commercially reasonable efforts to schedule the audits, tenants or other occupantsexaminations and visits provided for under this Section 9.19(a) so that they occur, joint venture partners, customers and/or suppliers, (B) in respect of which disclosure to the Administrative Agent or any Lender degree reasonably feasible, concurrently with similar audits, examinations and visits to be conducted by HomePride in connection with the Global Servicing Agreement. (or any of their respective b) Upon the Agent's request, the Seller will, at its expense, utilize the Agent's representatives or contractorsauditors, 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) is prohibited on a scope and in a form requested by applicable Requirements of Law, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by 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 inspect, copy and copy 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)) 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by 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 inspect, copy and copy 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 (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 5.06 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)‎Section 5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such visit per calendar year shall be at the expense of the Borrowers; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and or its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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. (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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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, Purchaser's Inspections pursuant to Section 8.A. above ----------- shall be subject to the rights of tenants under the Leases and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit other occupants and inspect any users of the properties owned or leased by Property. No Inspections shall be undertaken without reasonable prior notice to Seller (which, in any event, shall be not less than two (2) business days prior to the Borrower and any date of its Restricted Subsidiaries at which such inspection). Seller shall have the principal financial records and executive officers of the applicable Person are located, right to inspect and copy 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 any or participate all Inspections. Purchaser may not contact tenants directly, rather, Purchaser shall notify Seller within a reasonable time (but in any event not less than two (2) business days) prior to the date that Purchaser desires to contact any tenant so that Seller may have a representative present during such discussion)contact. Seller may also waive, 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)writing, the Administrative Agent shall not exercise such rights more often than one time requirement that it be present during any calendar year; providedor all such tenant contacts. Except as provided in Section 11.K.(i) below, further, that when an Event no Inspections shall involve the taking of Default under Section 7.01(a), (f) samples or (g) exists other physically invasive or intrusive procedures without the prior consent of Seller which may be withheld by Seller in its sole and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding absolute discretion. Notwithstanding anything to the contrary hereincontained in this Agreement, neither Purchaser shall indemnify and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable attorneys' fees incurred in connection therewith) arising out of or resulting from Purchaser's exercise of its rights under Section 8.A. above, this Section 11.G., Section 11.K.(i) and Section 11.J. below, it being understood that Purchaser shall not be obligated to indemnify Seller against matters arising solely out of Seller's or its agents', employees', tenants' or contractors' negligence or willful misconduct. Except upon the Borrower nor any Restricted Subsidiary written request of Seller pursuant to Section 11.K. below, Purchaser shall be required not deliver to disclose, permit the inspection, examination or making of Seller copies of any of the studies, reports, surveys or taking abstracts from, or discuss any document, other information, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries data and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) in respect of which disclosure documents relating to the Administrative Agent Property or any Lender (part thereof prepared by or any at the request of their respective Purchaser, its employees, agents, representatives or contractors) is prohibited by applicable Requirements of Law, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 . The provisions of this Section 5.06)11.G. shall survive the Closing and delivery of the Deed or sooner termination of this Agreement.

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 owned or leased by 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 inspect, copy and copy 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; providedyear and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 (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 owned or leased by the Borrower of 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 inspect, copy and copy 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 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 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 5.06(a) and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time two (2) times during any calendar year, absent the existence of an Event of Default and only one (1) such time shall be at the Borrower's expense; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent or any Lender (or any of its representativestheir 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 (a) above, the Borrower and the Subsidiaries will grant access to the Agents (including employees of an Agent or any consultants, accountants, lawyers and appraisers retained by the Agents) to such Person's books, records, accounts and Inventory so that the Agents or an appraiser retained by the Agents may conduct an inventory appraisal. In addition to, and not in limitation of, the foregoing, from time to time the Agents may conduct (or 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 an Event of Default or a Liquidity Event as to which the Administrative Agent has provided notice to the Borrower, (i) the Agents may conduct no more than one inventory appraisal in any calendar year, and (ii) the Agents may conduct no more than two such field examinations in any calendar year; provided further, that notwithstanding anything if Excess Availability is or has been greater than $40,000,000 for a period of three consecutive months prior to the contrary hereinsecond field examination, neither 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 nor any Restricted Subsidiary shall be required to disclosewith a reasonably detailed accounting of all such expenses. (c) The Loan Parties acknowledge that the Agents, permit the after exercising their rights of inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower may prepare and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) in respect of which disclosure distribute to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited Lenders certain Reports pertaining to the Loan Parties' assets for internal use by applicable Requirements of Lawthe Agents and the Lenders, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 owned or leased by 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 inspect, copy and copy 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 (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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; providedyear and such one time shall be at the expense of the Borrowers and their Restricted Subsidiaries, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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, information or other matter which (Ai) 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 suppliersinformation, (Bii) 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 (Cnot created in contemplation thereof) that or (iii) 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 (D) 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 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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. (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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by the of 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 inspect, copy and copy 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 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; providedyear and (ii) only one such time per calendar year shall be at the expense of the Parent Borrower and its Restricted Subsidiaries, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by 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 inspect, copy and copy 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 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; 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, furtherfurther that, 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, or other matter (Ai) that constitutes non-financial nonfinancial trade secrets or non-financial nonfinancial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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 (Ciii) that is subject to attorney-client attorneyclient or similar privilege or constitutes attorney work product or (D) 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 Representative 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 owned or leased by of the Borrower Representative and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect inspect, copy and copy 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 provided, that the Borrower Representative (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 Representative, 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that notice and (d) notwithstanding anything to the contrary herein, neither the Borrower Representative 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 (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Representative and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client, lawyer-client or similar privilege or constitutes attorney or legal counsel work product or (Div) in respect of which Holdings, the Borrower Representative 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). (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 such Person’s books, records, Accounts, and Inventory so that the Administrative Agent or an appraiser or consultants retained by the Administrative Agent may conduct such inventory appraisals, field examinations, verifications and evaluations as the Administrative Agent may deem necessary or appropriate; provided that the Administrative Agent (i) shall not conduct more than (x)(A) one field examination in each consecutive 12 month period after the date of this Agreement and (B) one inventory appraisal with respect to the Collateral in each consecutive 12 month period after the date of this Agreement; provided, further, that if at the end of any such consecutive 12 month period, the Average Utilization is less than the greater of (1) 10% and (2) $40,000,000, such 12 month consecutive month period shall be extended to an 18 consecutive month period for the relevant inventory appraisal (and, for the avoidance of doubt, a new 12 consecutive month period shall begin following the end of each 18 consecutive month period, which 12 consecutive month period may be extended in accordance with this proviso at the expiration thereof) and (y) one additional field examination, and one additional inventory appraisal with respect to the Collateral in each consecutive 12 month period after the date of this Agreement if at any time during such 12 month period Specified Excess Availability shall have been less than the greater of (A) 12.5% of the Line Cap and (B) $25,000,000 for five consecutive Business Days and (ii) may conduct such other field examinations and inventory appraisals at any time upon the occurrence and during the continuance of a Specified Default; provided, further, that each such examination, appraisal and Collateral audit shall be conducted by an Approved Appraiser. (c) The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, (x) may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders, subject to the provisions of Section 9.13 and (y) shall promptly distribute copies of any final reports from a third party appraiser or third party consultant delivered in connection with any field exam or appraisal to the Lenders.

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 owned or leased by 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 inspect, copy and copy 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 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 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 and 5.06, (b) except as expressly set forth in the proviso clause (c) below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that (c) when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, that 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 (Ai) 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 suppliersPerson, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) in respect of which the Borrower 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 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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Company; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, information or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Company and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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, 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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 (Ai) 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, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product product. or (Div) 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 to visit and inspect any of the properties owned or leased by 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 inspect, copy and copy 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 (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 on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such visit per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, further that notwithstanding anything to the contrary herein, neither the 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, information or other matter (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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).

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 owned of any Borrower 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, copy and copy 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 at the expense of the Borrower (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 5.06 6.06, and (by) except as expressly set forth provided in the proviso below during in connection with the occurrence and continuance of an Event of Default under Section 7.01(a)Default, (fi) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (ii) only one such time per calendar year shall be at the expense of each Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists has occurred and is continuing, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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, or other matter (Ai) 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 suppliersinformation, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 Borrower willTwice per calendar year (or during the continuance of any Event of Default or Servicer Default, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated as frequently as requested by the Administrative Agent to visit and inspect any of the properties 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 locatedAgent), to inspect and copy 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 such expense not to exceed $[*****] per annum absent an Event of Default or Servicer Default), 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 at reasonable times during normal regular business hours; provided that hours (ai) only hire an accounting firm reasonably satisfactory to the Administrative Agent on behalf to complete up to two audits of the Lenders may exercise Borrower, Seller, or Servicer per year (or during the rights 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 properties of the Borrower, the Seller, and/or Servicer to 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), 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 the foregoing. For avoidance of doubt, except to the extent necessary for the Administrative Agent 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 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 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 5.06 and (b) except as expressly set forth in the proviso below such Agent or its representative agrees to such terms, provided, that during the continuance of an Event of Default under Section 7.01(a)Default, (f) or (g)the Borrower shall, and shall cause the Seller and Servicer to, take all commercially reasonable actions to make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any 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 Servicer, as applicable, is prohibited by applicable law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall not exercise such rights more often than one time during any calendar yearbe made to the fullest extent permitted by applicable law; and provided, further, that when during the continuance of an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingDefault, the Administrative Agent (or any of its representatives) may do any of Borrower shall, and shall cause the foregoing at the expense of the Borrower at any time during normal business hours Seller and upon reasonable advance notice; providedServicer, further, to take all good faith actions to provide such disclosure in a manner 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 (A) 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, (B) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by will not violate applicable Requirements of Law, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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)law.

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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)‎Section 5.06, (fy) or (g), the Administrative Agent Consent Party shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such visit per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent Consent Party (or any of its representativesrepresentatives 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; provided, further, 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; year and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; notice; provided, furtherfurther that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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 (Ciii) that is subject to attorney-client attorney­client or similar privilege or constitutes attorney work product or (D) 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 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 of the properties 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 locatedAgent), to inspect and copy 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 Borrower, 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 5.06 and (b) except as expressly set forth in the proviso below or its representative agrees to such terms, provided, that during the continuance of an Event of Default under Section 7.01(a)Default, (f) or (g)the Borrower shall, and shall cause the Seller and Servicer to, take all actions possible to make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any 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 Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall not exercise such rights more often than one time during any calendar yearbe made to the fullest extent permitted by applicable law; and provided, further, that when during the continuance of an Event of Default under Section 7.01(a)Default, (f) or (g) exists the Borrower shall, and is continuingshall cause the Seller and Servicer, to take all possible actions to provide such disclosure in a manner that will not violate applicable law. If the Administrative Agent (or any of shall exercise its representatives) may do any of inspection rights hereunder and also exercises its inspection rights under the foregoing at LendingClub Warehouse II Credit Agreement, it shall conduct such inspection in conjunction with the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding anything inspection conducted pursuant to the contrary herein, neither LendingClub Warehouse II Credit Agreement and shall use procedures that avoid duplication and repetition of inspections conducted under 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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)LendingClub Warehouse II Credit Agreement.

Inspections. The Borrower 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 owned or leased by the Borrower of 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, copy and copy 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 (subject to such accountants’ customary policies and procedures) (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 (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 (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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 (Ai) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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).Holdings

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 owned or leased by 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 and copy 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 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 124 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time two times during any calendar yearyear (with only one such time at the Borrower’s expense); provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativestheir 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 noticenotice 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, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its borrowers, tenants customers or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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. (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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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 (Ciii) 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 (Dany 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 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 owned or leased by 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 inspect, copy and copy 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 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, 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Parent Borrower; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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 (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 and Opco 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 owned or leased by the Borrower Borrower, Opco and any of its the Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect and copy 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding anything to the contrary herein, neither none of the Borrower nor Borrower, Opco or 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 (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrower, Opco and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) in respect of which the Borrower Borrower, Opco 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 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 owned or leased by the Borrower Holdings and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent Required Lenders shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent Required Lenders (or any of its their 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; 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, or other matter (A) 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, (B) 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, (CB) that is subject to attorney-client or similar privilege or constitutes attorney work product or product, (DC) 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 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 owned or leased by 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 inspect, copy and copy 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 at the expense of the Borrower 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent and the Lead Lender shall not exercise such rights more often than one time during any calendar year; provided, further, provided that when the limitation in this clause (b) shall not apply at any time an Event of Default under Section 7.01(a), (f) or (g) exists has occurred and is continuingcontinuing (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) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance noticete Lead Lender for costs and 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, information or other matter (Ai) 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 borrowers, tenants or other occupants, joint venture partners, their respective customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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, 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 owned or leased by 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 inspect, copy and copy 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 at the expense of the Borrower 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, provided that when the limitation in this clause (b) shall not apply at any time an Event of Default under Section 7.01(a), (f) or (g) exists has occurred and is continuingcontinuing (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) 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 noticeexpenses 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, information or other matter (Ai) 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 borrowers, tenants or other occupants, joint venture partners, their respective customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 owned or leased by of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, other Loan Party to inspect and copy 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 at the expense of the Borrower (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 and (b) except as expressly set forth in the immediately succeeding proviso below with respect to inspections during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representativesrepresentatives 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 noticenotice without limitation; provided, further, 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 (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its borrowers, tenants customers or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 of the properties 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 locatedAgent), to inspect and copy 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 Borrower, 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 5.06 and (b) except as expressly set forth in the proviso below or its representative agrees to such terms, provided, that during the continuance of an Event of Default under Section 7.01(a)Default, (f) or (g)the Borrower shall, and shall cause the Seller and Servicer to, take all actions possible to make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any 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 Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall not exercise such rights more often than one time during any calendar yearbe made to the fullest extent permitted by applicable law; and provided, further, that when during the continuance of an Event of Default under Section 7.01(a)Default, (f) or (g) exists the Borrower shall, and is continuingshall cause the Seller and Servicer, to take all possible actions to provide such disclosure in a manner that will not violate applicable law. If the Administrative Agent (or any of shall exercise its representatives) may do any of inspection rights hereunder and also exercises its inspection rights under the foregoing at LendingClub Aggregation Facility, it shall conduct its inspection in conjunction with the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding anything inspection conducted pursuant to the contrary herein, neither LendingClub Aggregation Facility and shall use procedures that avoid duplication and repetition of inspections conducted under 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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)LendingClub Aggregation Facility.

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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 of the properties 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 locatedAgent), to inspect and copy 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 Borrower, 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 5.06 and (b) except as expressly set forth in the proviso below or its representative agrees to such terms, provided, that during the continuance of an Event of Default under Section 7.01(a)Default, (f) or (g)the Borrower shall, and shall cause the Seller and Servicer to, take all actions possible to make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any 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 Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall not exercise such rights more often than one time during any calendar yearbe made to the fullest extent permitted by applicable law; and provided, further, that when during the continuance of an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingDefault, the Administrative Agent (or any of its representatives) may do any of Borrower shall, and shall cause the foregoing at the expense of the Borrower at any time during normal business hours Seller and upon reasonable advance notice; providedServicer, further, to take all possible actions to provide such disclosure in a manner 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 (A) 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, (B) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by will not violate applicable Requirements of Law, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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)law.

Inspections. The Borrower Each Credit Party will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent any Lender to visit and inspect any of the properties owned or leased by the Borrower of any Credit 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 inspect, copy and copy 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 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)accountants, all upon reasonable notice and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided provided, that (a) only prior to the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent occurrence and the Lenders under this Section 5.06 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default, such visits and inspections by the Lenders (other than the Agents) shall be limited to once per Fiscal Year. Additionally the Company and the Credit Parties shall permit any authorized representatives designated by the Collateral Agent to conduct a semi-annual audit or other examination of all books, records, Eligible Inventory, Eligible LC Inventory and Eligible Accounts of Credit Parties during each twelve-month period after the Closing Date, each such audit to be in scope and substance reasonably satisfactory to the Collateral Agent all upon reasonable notice and at such reasonable times as may reasonably be requested, or, upon the occurrence and continuance of a Default under or Event of Default, at any time at the request of the Collateral Agent. Further, each Credit Party shall provide the Collateral Agent with, or allow the Collateral Agent or its representatives to perform, (y) before the Overadvance Amount is reduced to zero and/or terminated, (i) a supplemental appraisal with respect to the Eligible Inventory, Eligible LC Inventory and Eligible Accounts on a quarterly basis and (ii) a desktop appraisal with respect thereto on a monthly basis, and (z) thereafter, (i) a desktop appraisal with respect thereto for three quarters each Fiscal Year and (ii) a supplemental appraisal with respect thereto for one quarter of such Fiscal Year, or in either case, upon the occurrence and continuance of a Default or an Event of Default, at any time at the request of the Collateral Agent. The Company will also deliver to the Collateral Agent, at the time of delivery of each of (y) the monthly financial statements delivered pursuant to Section 7.01(a5.1(a), a reconciliation of the Eligible Accounts trial balance of the Borrowers to the Borrowers' most recent Borrowing Base CREDIT AND GUARANTY AGREEMENT EXECUTION 120 Certificate, in each case accompanied by such supporting detail and documentation as shall be requested by the Collateral Agent in its reasonable discretion; and (z) the quarterly financial statements delivered pursuant to Section 5.1(b), (fi) or a reconciliation of the Eligible Inventory and Eligible L/C Inventory by location to the most recent Borrowing Base Certificate, in each case accompanied by such supporting detail and documentation as shall be requested by the Collateral Agent in its reasonable discretion; and (gii) an aging of accounts payable and a reconciliation of that accounts payable aging to the monthly financial statements delivered pursuant to Section 5.1(a), the Administrative Agent shall not exercise in each case accompanied by such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists supporting detail and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary documentation as shall be required to disclose, permit requested by the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and Collateral Agent in its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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).reasonable discretion;

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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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) $15,000,00025,000,000 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) $15,000,00025,000,000 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)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 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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Parent Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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 (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 willUntil 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, 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 owned or leased by the Borrower and any Arcadia will, from time to time during regular business hours as requested by the Agent, permit the Agent and the Collateral Agent (and following the occurrence of its Restricted Subsidiaries at which a Facility Termination Event, the principal financial Investors) or their agents or representatives, (i) to examine and make copies of and abstracts from all books, records and executive officers documents (including, without limitation, computer tapes and disks) in the possession or under the control of the applicable Person are locatedBorrower or Arcadia, as the case may be, relating to inspect Pledged Receivables and copy its the Other Conveyed Property, (ii) to visit the offices and their respective financial and accounting recordsproperties of the Borrower or Arcadia, as the case may be, for the purpose of examining such materials described in clause (i) above, and to discuss its matters relating to Pledged Receivables and their respective affairs, finances and accounts the Other Conveyed Property or the Borrower's or Arcadia's performance under the Transaction Documents or under the Receivables with its and their Responsible Officers and independent public accountants at any of the expense officers or employees of the Borrower or Arcadia, as the case may be, having knowledge of such matters, and (iii) solely in the case of the Collateral Agent, and upon the request of the Collateral Agent, conduct an audit of the Receivables, the related Other Conveyed Property and 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 (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 Pledged Receivables to determine that each Receivable File so reviewed includes (i) a fully executed original retail installment sales contract or promissory note and related 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 the Receivable File pursuant to which the Obligor has agreed to obtain physical damage insurance of the Administrative related Financed Vehicle, or a documented verbal confirmation of the insurance policy for the Financed Vehicle, (iii) an original Lien Certificate 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 the form of 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 Lenders under this Section 5.06 and (b) except as expressly set forth in Investors or their agents or representatives to conduct periodic audits of the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Receivables, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists related Other Conveyed Property and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense related books and records and collection systems of the Borrower at any time during normal business hours and upon reasonable advance notice; providedor Arcadia, further, that notwithstanding anything to as 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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)case may be.

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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 the properties of the properties owned Borrower or leased by any Material Subsidiary of the Borrower, and to examine and make copies of and abstracts from the records and books of account of the Borrower and any of its Restricted Material Subsidiaries at which and discuss the principal financial records and executive officers of the applicable Person are located, to inspect and copy its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts of the Borrower and its Material Subsidiaries with its and their Responsible Officers officers and independent accountants (and subject, 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 at the expense of shall be given to the Borrower (provided that and the Borrower (or any of its subsidiaries) may, if it so chooses, shall have the opportunity to 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an 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 under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that 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, information or other matter (Ai) 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 borrowers, tenants or other occupants, joint venture partners, customers and/or suppliersSubsidiaries, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by 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 inspect, copy and copy 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 (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the BorrowerBorrowers; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives or independent contractors) may do any of the foregoing at the expense of the Borrower BorrowerBorrowers at any time during normal business hours and upon reasonable advance notice; provided, further, further that notwithstanding anything to the contrary herein, neither the thea 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 (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the thea Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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, 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 owned or leased by the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers offices of the applicable Person are locatedLoan Parties, to inspect conduct audits of any or all of the Collateral, to examine the books and copy 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 accountants, all at such times and intervals as the Administrative Agent or any Lender may request, all at the expense of the Borrower (Borrower’s expense; provided that the Borrower (or any of its subsidiaries) maythat, if it so chooses, 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 5.01(c) and (b) except as expressly set forth only one exercise of such rights in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), any calendar year by the Administrative Agent shall not exercise such rights more often than one time during any calendar yearbe at the Borrower’s expense; provided, further, further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent or any Lender (or any of its representativestheir 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; provided, further, that 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, information or other matter that (Ai) 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 suppliersinformation, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 by the Administrative Agent to visit and inspect any of the properties owned or leased by 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 inspect, copy and copy 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 129590608_2#96809902v9 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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 (Ai) 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, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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 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 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 and copy 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties owned or leased by 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 and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time two times during any calendar yearyear (with only one such time at the Borrower’s expense); provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativestheir 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 noticenotice 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, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its borrowers, tenants customers or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 properties of the properties owned Borrower, the Seller, any Originator or leased by the Borrower and any 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 and copy 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 at the expense of the Borrower (provided that the Borrower (or 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 and (b) except as expressly set forth in the proviso below during the continuance of discussions. Unless an Event of Default under Section 7.01(a)Default, (f) Servicer Termination Event or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Amortization Event of Default under Section 7.01(a), (f) or (g) exists has occurred and is continuing, (i) such inspections shall be limited to two (2) in total for both the Collateral Agent and Administrative Agent per any calendar year and (ii) the Collateral Agent and/or Administrative Agent shall provide at least fifteen (15) Business Days’ prior written notice of its request for such an inspection. All reasonable costs and expenses related to any visit and examination pursuant to this Section 7.01(c) shall be borne by the 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 its representatives) may do the Borrower, the Seller, any Originator, the Servicer or any Affiliate of any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall will (x) be required to disclose, permit the inspection, examination or making of copies of or taking abstracts fromof, or discuss discussion of, any document, information, information or other matter to the extent (Ai) 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, (B) 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)), (Cii) 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 (Diii) 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. 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 owned or leased by 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 inspect, copy and copy 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)) 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 owned or leased by 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; provided, further, 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 (Ai) that constitutes non-financial trade secrets 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, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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(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 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 and copy 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 with its condition of the Seller, 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 (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 limited to two per calendar year and at the costs and 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 hoursPurchasers; 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 and the Lenders under this Servicer pursuant to Section 5.06 7.4(c) and (b) except as expressly set forth in after the proviso below during the continuance occurrence of an any Event of Default under Section 7.01(a), (f) or (g), that has not been waived in accordance with the Administrative Agent terms of this Agreement all such activities shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing be at the sole costs and expense of the Borrower at any time during normal business hours Seller and upon reasonable advance notice; provided, further, that 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 (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Agent and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) 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 (D) 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 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 owned or leased by the Borrower of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, their customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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).

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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g)subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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, (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (Div) 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) $15,000,000 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) $15,000,000 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)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 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 owned or leased by the of 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 inspect, copy and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a)5.06, (fy) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar yearyear and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further, provided further that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; providedprovided further that, 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, or other matter (Ai) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (Bii) 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 (Ciii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by 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 inspect, copy and copy 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)) 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 [reserved] and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent Lender shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent Lender (or any of its representativesrepresentatives 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; 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, or other matter (A) 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, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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. 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 owned or leased by 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 and copy 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 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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time two times during any calendar yearyear (with only one such time at the Borrower’s expense); provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrespective 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 noticenotice 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, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its borrowers, tenants customers or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 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 owned or leased by the Borrower of Parent and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect inspect, copy and copy 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 Parent (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 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g)Default, the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuingexists, the Administrative Agent (or any of its representativesrepresentatives 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; 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 (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Parent and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) 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, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) 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 in contemplation of the requirements of this Section 5.06).