Common use of Access to Collateral; Books and Records Clause in Contracts

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence and during the continuance of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 650 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 650 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, ’s notice prior to the occurrence of a Default or an Event of Default, Default and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy any Borrower's ’s books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the the. right to disclose any such information to its auditors, regulatory agencies, attorneys attorneys, participants, agents, shareholders, directors, partners, managers, affiliates and participantsfinancing sources, and pursuant to any subpoena or other legal process. Each Borrower agrees to give Lender access to any or all of any Borrower's ’s premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers’ expense and the charge therefor shall be $750 1,000 per person per day (or such higher amount as shall represent Lender's ’s then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's & expense, use any Borrower's ’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole and absolute discretion, deems appropriate. Each Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender following Lender’s written request therefore which shall also be sent to Borrowers, at Borrower's Borrowers’ expense, all financial information, books and records, work papers, management reports and other information in their possession regarding such Borrower. Borrower Wave2Wave will not enter into any agreement with any accounting firm, service bureau or third third, party to store such Borrower's ’s books or records at any location other than Borrower's Borrowers’ Address without first obtaining Lender's ’s written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable timestimes and, so long as no Event of Default has occurred and on one Business Day's is continuing, upon reasonable prior notice, prior to the occurrence of a Default Agent and its representatives or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, Collateral and the right to examine and copy Borrower's each Loan Party’s and Parent’s books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys Each Loan Party Obligor and participants, and pursuant to any subpoena or other legal process. Borrower Parent agrees to give Lender Agent access to any or all of Borrower's such Loan Party Obligor’s, and each of its Subsidiaries’, premises to enable Lender Agent to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers’ expense and the charge therefor shall be $750 1,200 per person per day (or such higher amount as shall represent Lender's Agent’s then current standard charge), plus reasonable and documented out-of-pocket expenses; provided that Borrowers shall only be required to reimburse Agent for up to three (3) such inspections and examinations in any Fiscal Year plus any additional inspections and examinations that are conducted during the existence of an Event of Default and any inspections and examinations conducted prior to the Closing Date. Lender Upon the occurrence and during the continuance of an Event of Default Agent may, at Borrower's Borrowers’ expense, use Borrower's each Loan Party’s and Parent’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent LenderAgent, in its sole discretionPermitted Discretion, deems appropriate. Borrower Each Loan Party Obligor and Parent hereby irrevocably authorizes all accountants and third parties to disclose and deliver to LenderAgent, at Borrower's Borrowers’ expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement)Loan Parties.

Access to Collateral; Books and Records. At reasonable times, and on one three (3) Business Day's notice, prior to the occurrence of Days’ notice (except if a Default or Event of Default has occurred and is continuing or if Lender in its Good Faith Business Judgment believes or suspects that Borrower has engaged in defalcation, intentional misrepresentation, or fraud, in which case Lender may do the following at any time and without any notice), Lender and its agents, advisors, and representatives shall have the right to (i) inspect the Collateral, (ii) examine, audit, and copy Borrower’s corporate, financial, and operating books and records, (iii) enter any of Borrower’s properties and evaluate Borrower’s assets and operations, and (iv) meet with and discuss Borrower’s financial and operational performance and future prospects with Borrower’s officers, directors, and independent accountants. All of the foregoing shall be at Borrower’s expense, including but not limited to all fees and expenses associated with Lender’s attorneys, auditors, consultants, appraisers, and other experts, plus all other reasonable out-of-pocket costs and expenses, provided that Borrower shall not be required to reimburse Lender for the cost of more than one such audit in any six-month period, except that such limitation shall not apply if any Default or Event of Default has occurred and is continuing, or if Lender has a good faith belief that a Default or Event of Default has occurred and is continuing. In addition, following an Event of Default, and at any time and Lender’s option Borrower shall pay, with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant respect to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be employee required therefore, $750 950 per person per day (or such higher other amount as shall represent Lender's ’s then current standard chargecharge for the same), plus reasonable out-of-pocket expenses. Lender mayprovided that for the avoidance of doubt, at Borrower's expensethat such amount shall not be construed as a limitation on the fees or expenses chargeable by Lender’s attorneys, use Borrower's personnelauditors, computer consultants, appraisers, and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement)experts.

Access to Collateral; Books and Records. At reasonable times, times and on one Business Day's upon reasonable prior notice, prior to the occurrence of a Default or an Event of Default, each Secured Party and at any time its representatives and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, Collateral and the right to examine and copy Borrower's each Loan Party’s books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower Each Loan Party Obligor agrees to give Lender the Collateral Agent access to any or all of Borrower's such Loan Party Obligor’s, and each of its Subsidiaries’, premises to enable Lender each Secured Party to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's the Loan Party Obligors’ sole expense and the charge therefor shall be $750 1,200 per person per day (or such higher amount as shall represent Lender's such Secured Party’s then current standard charge), plus reasonable out-of-pocket expenses. Lender Each Secured Party may, at Borrower's the Loan Party Obligors’ sole expense, use Borrower's each Loan Party’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lendersuch Secured Party, in its sole discretion, deems appropriate. Borrower Each Loan Party Obligor hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lenderthe Secured Parties, at Borrower's the Loan Party Obligors’ sole expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrowerthe Loan Parties. Borrower will not enter into any agreement with any accounting firmWithout limiting the foregoing, service bureau or each Loan Party Obligor hereby authorizes the Collateral Agent and each other Secured Party as an “authorized user” under its third party logistics arrangements with SPS (or any replacement thereof) and agrees that the Collateral Agent and such other Secured Parties shall have all powers and access rights incidental thereto, in each case to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent take such actions as may be conditioned upon necessary for the Collateral Agent and such accounting firm, service bureau or other Secured Parties to view all activities and reports through any applicable portal associated with such third party agreeing to give Lender the same rights with respect to access to books and records logistics and related rights as Lender has under this Agreement)services. In furtherance of the foregoing authorization, each Loan Party Obligor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Secured Parties such documents, agreements and instruments, and will take or cause to be taken such further actions for which any Secured Party may, from time to time, reasonably request to become an “authorized user” in respect of such portal, all in form and substance reasonably satisfactory to such Secured Party and at the sole expense of the Loan Party Obligors.

Access to Collateral; Books and Records. At reasonable times, and on one on* Business Day's notice, prior to the occurrence of a Default or an Event of DefaultSilicon, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents agents, shall have the right to inspect the Collateral, and the right to examine audit and copy Borrower's books and records**. Lender Silicon shall take reasonable steps to keep confidential all information obtained in any such inspection or examinationaudit, but Lender Silicon shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participantsattorneys, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such The foregoing inspections and examinations. Such inspections and examinations audits shall be at Borrower's expense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent LenderSilicon's then current standard chargecharge for the same), plus reasonable out-of-out of pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address Address, without first obtaining LenderSilicon's written consent (consent, which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender Silicon the same rights with respect to access to books and records and related rights as Lender Silicon has under this Loan Agreement. ***Borrower waives the benefit of any accountant-client privilege or other evidentiary privilege precluding or limiting the disclosure, divulgence or delivery of any of its books and records (except that Borrower does not waive any attorney-client privilege).. *THREE **;PROVIDED, HOWEVER, UPON THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT, SILICON, OR ITS AGENTS, SHALL HAVE THE RIGHT TO CONDUCT SUCH INSPECTIONS AND/OR AUDITS ON ONE BUSINESS DAY'S NOTICE ***WITH RESPECT TO SILICON,

Access to Collateral; Books and Records. At reasonable times, and on one Business Daybusiness day's notice, prior to the occurrence of a Default or an Event of DefaultGC, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents agents, shall have the right to inspect the Collateral, and the right to examine audit and copy Borrower's and any Related Company's books and records. Lender GC shall take reasonable steps to keep confidential all information obtained in any such inspection or examinationaudit, but Lender GC shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participantsattorneys, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such The foregoing inspections and examinations. Such inspections and examinations audits shall be at Borrower's expense and the charge therefor shall be $750 600 per person per day (or such higher amount as shall represent LenderGC's then current standard chargecharge for the same), plus reasonable out-of-pocket pockets expenses. Lender mayBorrower shall not be charged more than $3,000 per audit (plus reasonable out-of-pockets expenses), nor shall audits be done more frequently than four times per calendar year, provided that * the foregoing limits shall not apply after the occurrence of a Default or Event of Default, nor shall they restrict GC's right to conduct audits at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale its own expense (whether or other disposition not a Default or Event of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding BorrowerDefault has occurred). Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address Address, without first obtaining LenderGC's written consent (consent, which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender GC the same rights with respect to access to books and records and related rights as Lender GC has under this Agreement).. * GC SHALL NOT CHARGE FOR MORE THAN ONE SUCH AUDIT PER YEAR; AND PROVIDED FURTHER THAT

Access to Collateral; Books and Records. At reasonable times, and on one Business Daybusiness day's notice, prior to the occurrence of a Default or an Event of DefaultGreyrock, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents agents, shall have the right to inspect the Collateral, and the right to examine audit and copy Borrower's books and records. Lender Greyrock shall take reasonable steps to keep confidential all information obtained in any such inspection or examinationaudit, but Lender Greyrock shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participantsattorneys, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such The foregoing inspections and examinations. Such inspections and examinations audits shall be at Borrower's expense and the charge therefor shall be $750 600 per person per day (or such higher amount as shall represent LenderGreyrock's then current standard chargecharge for the same), plus reasonable out-of-pocket pockets expenses. Lender mayBorrower shall not be charged more than $3,000 per audit (plus reasonable out-of-pockets expenses), nor shall audits be done more frequently than four times per calendar year, provided that the foregoing limits shall not apply after the occurrence of a Default or Event of Default, nor shall they restrict Greyrock's right to conduct audits at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale its own expense (whether or other disposition not a Default or Event of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding BorrowerDefault has occurred). Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address Address, without first obtaining LenderGreyrock's written consent (consent, which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender Greyrock the same rights with respect to access to books and records and related rights as Lender Greyrock has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default Lender and/or its representatives or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's each Loan Party’s books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower Each Loan Party agrees to give Lender reasonable access to any or all of Borrower's such Loan Party’s, and each of its Subsidiaries’, premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers’ expense and the charge therefor shall be $750 1,500 per person per day (or such higher amount as shall represent Lender's ’s then current standard charge), plus reasonable out-of-pocket expenses; provided, that (a) so long as no Event of Default has occurred and is continuing and Borrowers’ Excess Availability is at all times greater than or equal to $10,000,000, Lender shall only be permitted to conduct two (2) such inspections and examinations in any Fiscal Year, and (b) so long as no Event of Default has occurred and is continuing and Borrowers’ Excess Availability at any time is less than $10,000,000, Lender shall only be permitted to conduct three (3) such inspections and examinations in any Fiscal Year. For the avoidance of doubt, if an Event of Default has occurred and is continuing, regardless of Borrowers’ Excess Availability, the foregoing limitations on the number of inspections and examinations Lender may conduct or charge to the Borrowers shall not apply. Upon the occurrence and during the continuance of an Event of Default, Lender may, at Borrower's Borrowers’ expense, use Borrower's each Loan Party’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower Each Loan Party hereby irrevocably authorizes all accountants and other financial professional third parties to disclose and deliver to Lender, at Borrower's Borrowers’ expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrowerthe Loan Parties. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).4.8

Access to Collateral; Books and Records. At reasonable times, and on one (1) Business Day's notice, notice prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence and during the continuance of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy BorrowerGuarantor's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower Guarantor agrees to give Lender access to any or all of BorrowerGuarantor's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at BorrowerGuarantor's expense and the charge therefor shall be $750 650 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket pockets expenses. Lender may, at BorrowerGuarantor's expense, use BorrowerGuarantor's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower Guarantor hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at BorrowerGuarantor's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding BorrowerGuarantor. Borrower Guarantor will not enter into any agreement with any accounting firm, service bureau or third party to store BorrowerGuarantor's books or records at any location other than BorrowerGuarantor's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Daybusiness day's notice, prior to the occurrence of a Default or an Event of DefaultGreyrock, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents agents, shall have the right to inspect the Collateral, and the right to examine audit and copy Borrower's books and records. Lender Greyrock shall take reasonable steps to keep confidential all information obtained in any such inspection or examinationaudit, but Lender Greyrock shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participantsattorneys, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such The foregoing inspections and examinations. Such inspections and examinations audits shall be at Borrower's expense and the charge therefor shall be $750 600 per person per day (or such higher amount as shall represent LenderGreyrock's then current standard chargecharge for the same), plus reasonable out-of- pockets expenses. Borrower shall not be charged more than $3,000 per audit (plus reasonable out-of-pocket pockets expenses), nor shall audits be done more frequently than four times per calendar year, provided that the foregoing limits shall not apply after the occurrence of a Default or Event of Default, nor shall they restrict Greyrock's right to conduct audits at its own expense (whether or not a Default or Event of Default has occurred). Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. * Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address Address, without first obtaining LenderGreyrock's written consent (consent, which consent may be conditioned upon such accounting firm, service bureau or other third party Greyrock Capital Loan and Security Agreement -------------------------------------------------------------------------------- agreeing to give Lender Greyrock the same rights with respect to access to books and records and related rights as Lender Greyrock has under this Agreement).. * With the exception of books and records more than three years old,

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Defaulttimes during normal business hours, Lender and/or its representatives or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's each Loan Party’s books and recordsrecords not more than two (2) times per year (provided that such cap shall exclude any inspections and examinations undertaken prior to the Closing Date for the 2020 fiscal year), upon reasonable advance notice to the Borrowers; provided, however, that when an Event of Default exists the Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours as often as may be desired and without advance notice. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower Each Loan Party agrees to give Lender access to any or all of Borrower's such Loan Party’s, and each of its Subsidiaries’, premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers’ expense and the charge therefor shall be $750 1,500 per person per day (or such higher amount as shall represent Lender's ’s then current standard charge), plus reasonable out-of-pocket expenses. Upon the occurrence and during the continuance of an Event of Default and in the event Lender elects to exercise remedies hereunder, Lender may, at Borrower's Borrowers’ expense, use Borrower's each Loan Party’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower Each Loan Party hereby irrevocably authorizes all accountants and other financial professional third parties to disclose and deliver to Lender, at Borrower's Borrowers’ expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement)Loan Parties.

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole reasonable discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's ’s notice, prior to the occurrence of a Default or an Event of DefaultLender, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents agents, shall have the right to inspect the Collateral, Collateral and the right to examine audit and copy Borrower's ’s books and records. Lender shall take reasonable steps to keep confidential all information obtained in any may use such inspection or examinationof Borrower’s personnel equipment, but including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of accounts and realization on other Collateral as Lender deems appropriate. Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participantsattorneys, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such The foregoing inspections and examinations. Such inspections and examinations audits shall be at Borrower's ’s expense as reflected on Schedule 1 and at Lender’s election the charge therefor amount so advanced shall be $750 per person per day (due and payable on demand or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer constitute a Loan under this Agreement and other equipment, programs, printed output and computer readable media, supplies and premises for shall comprise one of the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding BorrowerObligations. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's ’s books or records at any location other than Borrower's Address ’s Address, without first obtaining Lender's ’s written consent (consent, which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement. Borrower waives the benefit of any accountant-client privilege or other evidentiary privilege precluding or limiting the disclosure, divulgence or delivery of any of its books and records (except that Borrower does not waive any attorney-client privilege).

Access to Collateral; Books and Records. At reasonable times, times but not less frequently than quarterly and on one (1) Business Day's notice, prior to the occurrence of a Default or an Event of DefaultCoast, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents agents, shall have the right to inspect perform Audits, including, without limitation, Audits with respect to all amounts paid, directly or indirectly, to Hebron and VisionQuest to (a) confirm that such payments reflect arms-length transactions between the Collateralparties, and the right (b) confirm that charges for services rendered by Hebron and VisionQuest, respectively, are comparable to examine and copy Borrower's books and recordscharges for similar services rendered by competing vendors. Lender Coast shall take reasonable the same steps it takes to keep its own confidential information confidential, to keep confidential all confidential information obtained in any such inspection report or examinationAudit, but Lender Coast shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participantsattorneys, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations The Audits shall be at Borrower's expense and the charge therefor for the Audits shall be Seven Hundred Fifty Dollars ($750 750) per person per day (or such higher amount as shall represent LenderCoast's then current standard chargecharge for the same), plus reasonable out-of-pocket expenses. Lender mayCoast also shall have the right from time to time as determined by Coast in its sole discretion (but absent the occurrence of a Default or Event of Default, Coast's right to an appraisal shall be limited to one (1) such appraisal during any twelve (12) month period), at Borrower's sole cost and expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for to have an appraisal of the collection, sale or other disposition of Collateral subscriber base conducted by an appraiser acceptable to the extent Lender, Coast in its sole and absolute discretion, deems appropriate. Borrower hereby irrevocably authorizes agrees to fully cooperate with the appraiser in any such appraisal and make all accountants information relating to the subscriber base available to the appraiser at such times and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrowerplaces as requested by the appraiser. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address Address, without first notifying Coast of the same and obtaining Lender's the written consent (which consent may be conditioned upon agreement from such accounting firm, service bureau or other third party agreeing to give Lender Coast the same rights with respect to access to books and records and related rights as Lender Coast has under this Loan Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, notice at any time prior to the occurrence existence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of at any time a Default or an Event of DefaultDefault exists, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy each Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Each Borrower agrees to give Lender access to any or all of such Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers' expense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. In connection with such examinations and inspections, Lender may, at Borrower's expenseBorrowers' expense and to the extent Lender, in its sole discretion, deems appropriate, use any Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, as provided for in its sole discretion, deems appropriatethis Agreement. Each Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's Borrowers' expense, all financial information, books and records, work papers, management reports and other information in their possession regarding any Borrower. No Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store such Borrower's books or records at any location other than Borrower's Borrowers' Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party Person agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one at least three Business Day's Days' notice (although Lender will use its best efforts to give at least five Business Days' notice), prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 650 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 850 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, notice prior to the occurrence of a Default or an Event of Default, Default and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 1,000 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy each Borrower's books and records. Lender shall take reasonable steps (similar to the steps it takes with its own confidential information) to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process, provided that Lender advises such recipients of the confidential nature of such information. Each Borrower agrees to give Lender access to any or all of such Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers' joint and several expense and the charge therefor shall be $750 650 per person per day (or after the occurrence of a Default or Event of Default, such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's Borrowers' joint and several expense, use each Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Each Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's Borrowers' joint and several expense, all financial information, books and records, work papers, management reports and other information in their possession regarding such Borrower. Each Borrower will not enter into any agreement Banc of America Commercial Finance Corporation Loan and Security Agreement -------------------------------------------------------------------------------- with any accounting firm, service bureau or third party to store such Borrower's books or records at any location other than US Borrower's Address, English Borrower's Address or German Borrower's Address, as applicable, without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any NATIONS CREDIT COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 650 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-out- of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records, at reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default (PROVIDED, however, that prior to the occurrence of a Default or Event of Default, Lender shall use its best efforts to (but shall not be obligated to, or incur any liability to Borrower for its failure to) provide Borrower with three Business Day's notice), and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. After the occurrence of an Event of Default, Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).'s

Access to Collateral; Books and Records. At reasonable times, times during business hours (and on one Business Day's notice, prior to the occurrence and continuance of a Default or an Event of Default, and at any time and with following reasonable advance notice), Agent and/or its representatives or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's each Loan Party’s books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower Each Loan Party agrees to give Lender Agent access to any or all of Borrower's such Loan Party’s, and each of its Subsidiaries’, premises to enable Lender Agent to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers’ expense and the charge therefor shall be $750 1,500 per person per day (or such higher amount as shall represent Lender's Agent’s then current standard charge, provided that Agent is making such adjustment for all similarly situated borrowers), plus reasonable out-of-pocket expenses; provided, that Borrowers shall only be required to reimburse Agent for up to two (2) such inspections and examinations in any Fiscal Year plus any additional inspections and examinations that are conducted during the existence of an Event of Default. Lender Upon the occurrence and during the continuance of an Event of Default, Agent may, at Borrower's Borrowers’ expense, use Borrower's each Loan Party’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent LenderAgent, in its sole discretion, deems appropriate. Borrower Each Loan Party hereby irrevocably authorizes all accountants and other financial professional third parties parties, and so long as no Event of Default shall have occurred and be continuing upon reasonable advance notice and with a copy to such Loan Party, to disclose and deliver to LenderAgent, at Borrower's Borrowers’ expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrowerthe Loan Parties. Borrower will not enter into Notwithstanding any agreement of the foregoing, in no event shall the Loan Parties be required pursuant to the terms of this Section 4.7 to allow any such Person to inspect or examine, or be required to discuss, any records, documents or other information (i) that is prohibited or limited by applicable law, rule, regulation, contract or order of or with any accounting firmGovernmental Authority (it being understood that if any information is withheld in reliance on clause (i) the Borrowing Agent shall advise the Agent of such fact and the Loan Parties shall, service bureau following a reasonable request from the Agent, use commercially reasonable efforts to furnish the relevant information by alternative means that would not violate any such applicable law, rule, regulation, contract or third party order of or with any Governmental Authority, or (ii) that is subject to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement)attorney-client privilege.

Access to Collateral; Books and Records. At reasonable times, and on one two Business Day's notice, notice prior to the occurrence of a Default or an Event of Default, Default and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy each Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Each Borrower agrees to give Lender access to any or all of such Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers' expense and the charge therefor shall be $750 1,000 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's Borrowers' expense, use each Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Each Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's Borrowers' expense, all financial information, books and records, work papers, management reports and other information in their possession regarding each Borrower. No Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store such Borrower's books or records at any location other than Borrower's Borrowers' Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).. Greystone Business Credit II LLC Loan and Security Agreement

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's Borrowers premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 850.00 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Such inspections and examinations shall not exceed nine person days per year so long as an Event of Default has not occurred. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's Lenders written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Daybusiness day's notice, prior to the occurrence of a Default or an Event of DefaultGreyrock, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents agents, shall have the right to inspect the Collateral, and the right to examine audit and copy Borrower's books and records. Lender Greyrock shall take reasonable steps to keep confidential all information obtained in any such inspection or examinationaudit, but Lender Greyrock shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participantsattorneys, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such The foregoing inspections and examinations. Such inspections and examinations audits shall be at Borrower's expense and the charge therefor shall be $750 600 per person per day (or such higher amount as shall represent LenderGreyrock's then current standard chargecharge for the same), plus reasonable out-of-pocket pockets expenses. Lender mayBorrower shall not be charged more than $5,000 per fiscal quarter of Borrower (plus reasonable out-of-pockets expenses), nor shall audits be done more frequently than four times per calendar year, provided that the foregoing GREYROCK CAPITAL LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- limits shall not apply after the occurrence of a Default or Event of Default, nor shall they restrict Greyrock's right to conduct audits at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale its own expense (whether or other disposition not a Default or Event of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding BorrowerDefault has occurred). Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address Address, without first obtaining LenderGreyrock's written consent (consent, which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender Greyrock the same rights with respect to access to books and records and related rights as Lender Greyrock has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Borrowers Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. (a) At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of DefaultDefault (except that Lender shall use its best efforts to provide more notice), and at any time and with or without notice after the occurrence and during the continuance of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps use its best efforts to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participantsparticipants in the Loans on a need to know basis, and pursuant to any subpoena or other legal process; provided that Lender makes such parties aware of the confidential nature of such information. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole reasonable discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this AgreementAgreement but may not otherwise be unreasonably withheld or delayed).

Access to Collateral; Books and Records. At reasonable timestimes and, so long as no Default or Event of Default has occurred and on one Business Day's is continuing, with reasonable notice, prior to the occurrence of a Default Lender and/or its representatives or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's each Loan Party’s books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower Each Loan Party agrees to give Lender access to any or all of Borrower's such Loan Party’s, and each of its Subsidiaries’, premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers’ expense and the charge therefor shall be $750 1,200 per person per day (or such higher amount as shall represent Lender's then current standard charge)day, plus reasonable out-of-pocket expenses; provided, that Lender shall conduct such field inspections and examinations no more frequently than once per Fiscal Quarter and Borrowers shall not be obligated to pay more than $10,000 per Fiscal Year for costs and expenses relating to field examinations; provided further, however, that the foregoing limitations on the frequency of and on Borrowers’ obligation to pay for costs and expenses relating to field inspections and examinations shall not apply to costs and expenses incurred in connection with (i) the field examination conducted prior to the Closing Date, (ii) any field examination conducted in connection with a Permitted Acquisition, or (iii) any field examination commenced while an Event of Default exists. Upon the occurrence and during the continuance of an Event of Default, Lender may, at Borrower's Borrowers’ expense, use Borrower's each Loan Party’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower Each Loan Party hereby irrevocably authorizes all accountants and other financial professional third parties to disclose and deliver to Lender, at Borrower's Borrowers’ expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement)Loan Parties.

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 650 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address the address set forth in Section 9(e) of Schedule A without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process; provided, however, that if Lender is required to disclose any such information pursuant to any subpoena or other legal process, Lender shall notify Borrower of such required disclosure and Lender shall refrain from making such disclosure until the earlier of Borrower's consent thereto and the date immediately prior to the expiration of the period in which Lender must comply with such subpoena or other legal process, during which time Borrower shall be entitled to pursue all remedies available to Borrower to delay or prevent such disclosure; provided, further, that Lender shall not be liable for any damages or other costs or expenses resulting from any action of Borrower under this Section 4.9, and Borrower agrees to indemnify Lender for any losses incurred by Lender as a result of any such actions by Borrower under this Section 4.9. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 650 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket pockets expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding BorrowerBorrower and not subject to professional privilege, such as attorney-client privilege. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents and mandataries shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 U.S.$950 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnelpersonnel to the extent reasonably available, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 650 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses; provided that, if no Event of Default has occurred and is continuing, such field examination charges shall not exceed $25,000 per year in the aggregate, plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, and on one Business Day's notice, notice prior to the occurrence of a Default or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, and the right to examine and copy Borrower's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have examination in accordance with the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal processterms of the Confidentiality Agreement. Borrower agrees to give Lender access to any or all of Borrower's premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's expense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Lender's then current standard charge), plus reasonable out-of-pocket expenses. Lender may, at Borrower's expense, use Borrower's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Lender, in its sole discretion, deems appropriate. Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender, at Borrower's expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower. Borrower will not enter into any agreement with any accounting firm, service bureau or third party to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent may be conditioned upon such accounting firm, service bureau or other third party Person agreeing to give Lender the same rights with respect to access to books and records and related rights as Lender has under this Agreement).

Access to Collateral; Books and Records. At reasonable times, times and on one Business Day's upon reasonable prior notice, prior to the occurrence of a Default Agent and its representatives or an Event of Default, and at any time and with or without notice after the occurrence of a Default or an Event of Default, Lender or its agents shall have the right to inspect the Collateral, Collateral and the right to examine and copy Borrowereach Loan Party's books and records. Lender shall take reasonable steps to keep confidential all information obtained in any such inspection or examination, but Lender shall have the right to disclose any such information to its auditors, regulatory agencies, attorneys and participants, and pursuant to any subpoena or other legal process. Borrower Each Loan Party Obligor agrees to give Lender Agent access to any or all of Borrower's such Loan Party Obligor's, and each of its Subsidiaries', premises to enable Lender Agent to conduct such inspections and examinations. Such inspections and examinations shall be at Borrower's Borrowers’ expense and the charge therefor shall be $750 1,200 per person per day (or such higher amount as shall represent LenderAgent's then current standard charge), plus reasonable out-of-pocket expenses. Lender Agent may, at Borrower's Borrowers’ expense, use Borrowereach Loan Party's personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent LenderAgent, in its sole discretion, deems appropriate. Borrower Each Loan Party Obligor hereby irrevocably authorizes all accountants and third parties to disclose and deliver to LenderAgent, at Borrower's Borrowers’ expense, all financial information, books and records, work papers, management reports and other information in their possession regarding Borrowerthe Loan Parties. Borrower will not enter into any agreement with any accounting firmWithout limiting the foregoing, service bureau or each Loan Party Obligor hereby authorizes Agent as an "authorized user" under its third party logistics arrangements with SPS (or any replacement thereof) and agrees that Agent shall have all powers and access rights incidental thereto, in each case to store Borrower's books or records at any location other than Borrower's Address without first obtaining Lender's written consent (which consent take such actions as may be conditioned upon necessary for Agent to view all activities and reports through any applicable portal associated with such accounting firm, service bureau or other third party agreeing to give Lender the same rights with respect to access to books and records logistics and related rights as Lender has under this Agreement)services. In furtherance of the foregoing authorization, each Loan Party Obligor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Agent such documents, agreements and instruments, and will take or cause to be taken such further actions for which Agent may, from time to time, reasonably request to become an "authorized user" in respect of such portal, all in form and substance reasonably satisfactory to Agent and at the expense of the Borrowers.