Common use of Access to Certain Documentation and Information Regarding the Collateral; Audits Clause in Contracts

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (a) upon two Business Days’ prior written request, (b) during normal business hours and (c) subject to the Borrower’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerCollateral Manager, the Borrower Borrower, the Equityholder and the Collateral Custodian Agent shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent and each Lender are required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Secured PartiesCollateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) or, for the Collateral Agent, five (5), Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the BorrowerCollateral Manager’s, the ServicerBorrower’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Periodically Periodically, at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VI and may conduct an audit of the Collateral and Required Receivable Files Underlying Instruments in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar year. be completed in a reasonable period of time. (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews per each twelve month rolling period at a cost of $100,000 per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any such reviews, regardless of frequency or expense, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, the Borrower Collateral Manager and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Related Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge (but, with respect to the Custodian, at the expense of the Borrower) but only (ai) upon two Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article XI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Related Documents in conjunction with such a review. The Borrower Such review shall be reasonable in scope and the Servicer shall permit the Administrative Agent or its agents or representativesbe completed in a reasonable period of time, to visit the offices of in each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, case subject to the limitations in provisions of Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. 5.03(e). (b) Without limiting the foregoing provisions of this Section 8.1014.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Related Documents and all other documentation regarding the Collateral. Up to one such review per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerCollateral Manager, the Borrower and the Collateral Custodian Agent shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent and each Lender are required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Secured PartiesCollateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded afforded, without charge charge, but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the BorrowerCollateral Manager’s, the ServicerBorrower’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative AgentAgent and each Lender, the Administrative Agent and each Lender may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Collateral Manager Standard, as well as with this Agreement and may conduct an audit of the Collateral Collateral, and Required Receivable Files Loan Documents in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Up to three (3) such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (a) upon two (2) Business Days’ prior written request; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. The fees and expenses of the Collateral Custodian incurred under this Section 13.9(a) shall be borne by the Borrower. (b) during normal business hours and (c) subject to the Borrower’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. Without limiting the foregoing provisions of this Section 8.1013.9(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral. One such review per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower. (c) Notwithstanding anything to the contrary herein, (i) any such access or review provided for in this Section 13.9 (A) shall be during normal business hours and subject to reasonable prior written notice, (B) shall not interfere with the normal business operations of the Collateral Custodian, and (C) shall comply with the rules of the Collateral Custodian respecting safety and security, and (ii) the Collateral Custodian shall not be required to disclose, permit the inspection or examination of any document, information or other matter (A) that constitutes trade secrets or proprietary information, (B) in respect of which disclosure is prohibited by law or any binding confidentiality agreement, or (C) that is subject to attorney-client or similar privilege or constitutes attorney work product. Neither this Section 13.9 nor any other provision of this Agreement shall be construed to give rise to a right, expectation, or other entitlement on the part of any Person to inspect, examine, access, or visit any Xxxxx Fargo data center, Xxxxx Fargo computer system, or other secure Xxxxx Fargo facility.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Collateral Management Agreement and may conduct an audit of the Collateral Collateral, the Underlying Instruments, and Required Receivable Files the information contained in the Borrowing Base Certificates and Payment Date Reports in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. The Borrower fees and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices expenses of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral Custodian incurred under this Section 6.8 shall be borne by the Borrower; provided that so long as no Event of Default has occurred and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such mattersis continuing, and the Borrower shall pay the be responsible for all costs and expenses for all only one (1) such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times visit per calendar fiscal year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VI and may conduct an audit of the Collateral Collateral, the Underlying Instruments, and Required Receivable Files the information contained in the Borrowing Base Certificates and Payment Date Reports in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. The Borrower fees and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices expenses of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral Custodian incurred under this Section 7.8 shall be borne by the Borrower; provided that so long as no Event of Default has occurred and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such mattersis continuing, and the Borrower shall pay the be responsible for all costs and expenses for all only one (1) such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times visit per calendar fiscal year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall shall, at the Borrower’s expense, provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement ARTICLE VI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. The Borrower fees and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices expenses of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral Custodian incurred under this Section 7.10 shall be borne by the Borrower; provided that so long as no Event of Default has occurred and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such mattersis continuing, and the Borrower shall pay the be responsible for all costs and expenses for all only one such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times visit per calendar fiscal year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, each Loan Party, the Borrower Collateral Custodian and the Collateral Custodian Agent shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent and each Lender are required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Collateral Agent, on behalf of the Secured Parties, hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the BorrowerServicer’s, the Servicereach Loan Party’s, Collateral Custodian’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Periodically Periodically, at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Underlying Instruments in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar year. be completed in a reasonable period of time. (b) Without limiting the foregoing provisions of this Section 8.1013.8 (a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews per fiscal year at a cost not to exceed $50,000 per audit shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower Originator, the Borrowers and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the BorrowerBorrowers’, the Originator’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files in conjunction with such a review. The Borrower Borrowers, the Servicer and the Servicer Originator shall permit the Administrative Agent Agent, or its respective agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower Borrowers, the Servicer or the Servicer Originator having knowledge of such matters, and the Borrower Borrowers shall pay the costs and expenses for all such visitsvisits by the Administrative Agent, subject to the limitations in Section 13.9; provided that other than during the existence of prior to an Event of Default or Unmatured Event of Default, such visits by the Administrative Agent shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial ServicerOriginator’s expense, a review of the Required Receivable Files and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Originator, the Guarantors, the Borrower and the Collateral Custodian Trustee shall provide to the Administrative Agent access to the Required Receivable Loan Files and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two Business Days’ Days prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality proceduresprocedures (or, in the case of U.S. Bank as the successor Servicer, upon five Business Day’s notice and no more than twice per calendar year). Periodically at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Loan Files in conjunction with such a review. The Borrower Borrower, the Servicer, the Guarantors and the Servicer Originator shall permit the Administrative Agent or its respective agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower Borrower, the Servicer, the Originator or the Servicer Guarantors having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during . The Borrower, the existence Servicer, the Originator and the Guarantors shall permit the Administrative Agent or its respective agents or representatives to (i) directly contact any Obligor for the purpose of an Event conducting quarterly confirmation of Default or Unmatured Event of Defaultcollateral due diligence, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer in accordance with procedures mutually acceptable to the initial Servicer and the Administrative Agent, and (ii) visit the offices of any Obligor selected by the Administrative Agent in connection with any audit being conducted by the Borrower, the Servicer, the Originator or the Guarantors of such Obligor and shall permit Administrative Agent, to the extent permitted in the Underlying Instruments or consented to by such Obligor, to examine and make copies of all documents, books, records and other information concerning the applicable Loan, Related Security and Eligible Assets and to discuss matters related thereto with any such visits or reviews of the officers or employees of such Obligor, all in a manner mutually agreed upon by the Servicer shall be at and the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar yearAdministrative Agent. Without limiting the foregoing provisions of this Section 8.1013.20, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial ServicerOriginator’s expense, a review of the Required Receivable Loan Files and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The ServicerCollateral Manager, the Borrower and the Collateral Custodian Agent shall provide to the Administrative Agent access to the Required Receivable Files Underlying Assets and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Underlying Instruments in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar yearbe completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.107.10, from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Notwithstanding the foregoing provisions of this Section 7.10, only one review or audit per fiscal year pursuant to this Section 7.10 shall be at the expense of the Borrower and additional reviews or audits in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews or audits, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Collateral Agent access to the Required Receivable Files Asset Documents and all other documentation regarding the Custodian Pledged Collateral including in such cases where the Administrative Collateral Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two Business Days’ reasonable prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically at At the discretion of the Administrative Collateral Agent, the Administrative Collateral Agent may may, at the Pledgors’ expense, review the Servicer’s collection and administration of the Custodian Pledged Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing StandardPolicy, as well as with this Pledge Agreement and may conduct an audit of the Custodian Pledged Collateral and Required Receivable Files Asset Documents in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other such review shall be no more frequent than during twice each Fiscal Year so long as no Default or Event of Default shall have occurred and be continuing, and as often as may reasonably be desired in the existence of event that a Default or an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar yearhave occurred and be continuing. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar yearbe completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.105(j), from time to time on request of the Administrative Collateral Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Collateral Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files Asset Documents and all other documentation regarding the Custodian Pledged Collateral; provided that such review shall be no more frequent than twice each Fiscal Year so long as no Default or Event of Default shall have occurred and be continuing, and as often as may reasonably be desired in the event that a Default or an Event of Default shall have occurred and be continuing.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Related Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge (but, with respect to the Custodian, at the expense of the Borrower) but only (ai) upon two (2) Business Days’ ' prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s Collateral Manager's and Collateral Custodian’s 's normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s Collateral Manager's collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement ARTICLE XI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Related Documents in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar year. be completed in a reasonable period of time. (b) Without limiting the foregoing provisions of this Section 8.1014.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Related Documents and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower and the Collateral Custodian Trustee shall provide to the Administrative Agent and each Lender access to the Required Receivable Files Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge subject to the Trustee’s standard charges specified in the Trustee and Custodian Fee Letter (and at the expense of the Borrower) but only (ai) upon two Business Days’ Days prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative AgentAgent and each Lender, the Administrative Agent and each Lender may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Collateral Management Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files Loan Documents in conjunction with such a review. The Borrower Such review shall be reasonable in scope and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices be completed in a reasonable period of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject time. Prior to the limitations in Section 13.9; provided that other than during the existence occurrence of an Event of Default or an Unmatured Event of Default, such visits the Collateral Manager shall occur be required to bear the expense of no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, two such reviews within any such visits or 12-month period and any additional reviews of the Servicer shall be at the reviewer’s expenseexpense of the Administrative Agent and each Lender. On and after the occurrence of an Event of Default or an Unmatured Event of Default, the Collateral Manager shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar yearbe required to bear the expense of all such reviews. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial ServicerCollateral Manager’s expense, a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each such requesting Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when such requesting Lenders desiring to participate in such review may be included. Periodically Prior to the A&R Effective Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement ARTICLE VI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Underlying Instruments in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar yearbe completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.107.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral.. Up to two such reviews or audits per fiscal year shall be at the expense of the Borrower and additional reviews or audits in any fiscal year shall be at the expense of the Administrative Agent; provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews or audits, regardless of frequency, shall be at the expense of the Borrower. USActive 37382726.29 105

Access to Certain Documentation and Information Regarding the Collateral; Audits. The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically Notwithstanding the foregoing, (1) any third party’s confidential information subject to a confidentiality agreement with a Loan Party that prohibits the disclosure of such third party’s information to the Administrative Agent or Collateral Custodian, (2) material and affairs protected by the attorney-client privilege, and (3) material which such Person may not disclose without violation of any Applicable Law may be redacted or excluded from the documents and information provided to the Administrative Agent, the Lenders and Collateral Custodian. From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VI and may conduct an audit of the Collateral Collateral, the Underlying Instruments, and Required Receivable Files the information contained in the Borrowing Base Certificates and Payment Date Reports in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. The Borrower fees and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices expenses of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral Custodian incurred under this Section 7.8 shall be borne by the Borrower; provided that so long as no Event of Default has occurred and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such mattersis continuing, and the Borrower shall pay the be responsible for all costs and expenses for all only one (1) such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times visit per calendar fiscal year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Asset Documents and all other documentation regarding the Custodian Pledged Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured PartiesLenders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two Business Days’ reasonable prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically at At the discretion of the Administrative Agent, the Administrative Agent may may, at the Pledgors’ expense, review the Servicer’s collection and administration of the Custodian Pledged Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing StandardPolicy, as well as with this Pledge Agreement and may conduct an audit of the Custodian Pledged Collateral and Required Receivable Files Asset Documents in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other such review shall be no more frequent than during once each Fiscal Year so long as no Default or Event of Default shall have occurred and be continuing, and as often as may reasonably be desired in the existence of event that a Default or an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer have occurred and be continuing.. Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar yearbe completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.105(j), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files Asset Documents and all other documentation regarding the Custodian Pledged Collateral; provided that such review shall be no more frequent than once each Fiscal Year so long as no Default or Event of Default shall have occurred and be continuing, and as often as may reasonably be desired in the event that a Default or an Event of Default shall have occurred and be continuing.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VII and may conduct an audit of the Collateral Collateral, and Required Receivable Files Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. The Borrower fees and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices expenses of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of Custodian incurred under Section 13.9 shall be borne by the Borrower or (and, for the Servicer having knowledge avoidance of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expensedoubt, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. constitute Administrative Expenses). (b) Without limiting the foregoing provisions of this Section 8.1013.9(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Underlying Instruments in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar yearbe completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.107.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Notwithstanding the foregoing provisions of this Section 7.10, only one review or audit per fiscal year pursuant to this Section 7.10 shall be at the expense of the Borrower and additional reviews or audits in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews or audits, regardless of frequency, shall be at the expense of the Borrower. For the avoidance of doubt, the right of the Administrative Agent provided herein (including pursuant to Sections 5.1, 5.3 and 7.10) to visit and inspect the financial records and properties of the Borrower and/or Collateral Manager shall be (a) conducted during normal business hours and for a reasonable period of time, (b) subject to reasonable advance notice and (c) permitted to take the form of a bank meeting.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerCollateral Manager, the Borrower Collateral Administrator and the Collateral Custodian Document Custodian, as applicable, shall provide to the Administrative Agent access to the Required Receivable Files Related Documents and all other documentation regarding the Collateral in the possession of or under the control of the Document Custodian or the Collateral Administrator, as applicable, including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulationsApplicable Law, to review such documentation, such access being afforded without charge (but, with respect to the Document Custodian and the Collateral Administrator, at the expense of the Borrower) but only (ai) upon two Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the BorrowerCollateral Manager’s, the ServicerCollateral Administrator’s and Collateral Document Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article XI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Related Documents in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar year. be completed in a reasonable period of time. (b) Without limiting the foregoing provisions of this Section 8.1013.10(a), from time to time on request of the Administrative Agent, Agent and upon reasonable prior written notice to the Document Custodian or the Collateral Administrator, as applicable, each of the Document Custodian and the Collateral Administrator shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent during normal business hours to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Related Documents held by such party and all other documentation regarding the CollateralCollateral in the possession of or under the control of the Document Custodian or the Collateral Administrator, as applicable. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerLoan Manager, the Borrower and the Collateral Custodian Trustee shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent and each Lender are required may direct the Trustee in connection with the enforcement of the rights or interests of the Secured PartiesTrustee hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the BorrowerLoan Manager’s, the ServicerBorrower’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerLoan Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Loan Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Underlying Instruments in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar year. be completed in a reasonable period of time. (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (a) upon two (2) Business Days’ prior written request; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. The fees and expenses of the Collateral Custodian incurred under this Section 13.9(a) shall be borne by the Borrower. (b) during normal business hours and (c) subject to the Borrower’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. Without limiting the foregoing provisions of this Section 8.1013.9(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral. One such review per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower. (c) Notwithstanding anything to the contrary herein, (i) any such access or review provided for in this Section 13.9 (A) shall be during normal business hours and subject to reasonable prior written notice, (B) shall not interfere with the normal business operations of the Collateral Custodian, and (C) shall comply with the rules of the Collateral Custodian respecting safety and security, and (ii) the Collateral Custodian shall not be required to disclose, permit the inspection or examination of any document, information or other matter (A) that constitutes trade secrets or proprietary information, (B) in respect of which disclosure is prohibited by law or any binding confidentiality agreement, or (C) that is subject to attorney-client or similar privilege or constitutes attorney work product. Neither this Section 13.9 nor any other provision of this Agreement shall be construed to give rise to a right, expectation, or other entitlement on the part of any Person to inspect, examine, access, or visit any Xxxxx Fargo data center, Xxxxx Fargo computer system, or other secure Xxxxx Fargo facility. ​

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, the Borrower Collateral Manager and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Related Documents and all other documentation regarding the Collateral in the possession of or under the control of the Custodian including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulationsApplicable Law, to review such documentation, such access being afforded without charge (but, with respect to the Custodian, at the expense of the Borrower) but only (ai) upon two Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article XI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Related Documents in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar yearbe completed in a reasonable period of time. 750499896 22723957 (b) Without limiting the foregoing provisions of this Section 8.1014.08(a), from time to time on request of the Administrative AgentAgent and upon reasonable prior written notice to the Custodian, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent during normal business hours to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Related Documents and all other documentation regarding the CollateralCollateral in the possession of or under the control of the Custodian. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, the Originator, the Guarantors, the Borrower and the Collateral Custodian Trustee shall provide to the Administrative Agent and the Lenders access to the Required Receivable Loan Files and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender or such Lenders are required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two Business Days’ Days prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. procedures (or, in the case of U.S. Bank as the successor Servicer, upon five Business Days’ notice and no more than twice per calendar year). (b) Periodically at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Loan Files in conjunction with such a review. The Borrower Borrower, the Servicer, the Guarantors and the Servicer Originator shall permit the Administrative Agent or its respective agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower Borrower, the Servicer, the Originator or the Servicer Guarantors having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits. The Borrower, subject the Servicer, the Originator and the Guarantors shall permit the Administrative Agent or its respective agents or representatives to (i) directly contact any Obligor for the purpose of conducting quarterly confirmation of collateral due diligence, in accordance with procedures mutually acceptable to the limitations Servicer and the Administrative Agent, and (ii) visit the offices of any Obligor selected by the Administrative Agent in Section 13.9; provided that other than during connection with any audit being conducted by the existence Borrower, the Servicer, the Originator or the Guarantors of an Event of Default or Unmatured Event of Defaultsuch Obligor and shall permit Administrative Agent, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicerextent permitted in the Underlying Instruments or consented to by such Obligor, to examine and make copies of all documents, books, records and other information concerning the applicable Loan, Related Security and Eligible Assets and to discuss matters related thereto with any such visits or reviews of the officers or employees of such Obligor, all in a manner mutually agreed upon by the Servicer shall be at and the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar yearAdministrative Agent. Without limiting the foregoing provisions of this Section 8.1013.20, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial ServicerOriginator’s expense, a review of the Required Receivable Loan Files and all other documentation regarding the Collateral. Prior to a Termination Event or Unmatured Termination Event, any expenses incurred by the Administrative Agent in connection with Sections 13.20(a) and (b) shall be limited to $15,000 per calendar year. (c) The Servicer, the Originator, the Guarantors and the Borrower shall provide to each Lender, at each Lender’s own expense and no more than once per calendar year per Lender, access to the Required Loan Files and all other documentation regarding the Collateral, such access being afforded without charge but only (i) upon two Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s normal security and confidentiality procedures. (d) On or before September 30th of each year, beginning in 2015, the Borrower shall, at its expense, deliver to the Administrative Agent and each Lender a report provided by Protiviti Inc. or such other entity as approved by the Administrative Agent, detailing the results of a third-party field examination performed by Protiviti Inc. or such other entity based on a scope approved by the Administrative Agent and incorporating the commercially reasonable recommendations of the Lenders. Such examination shall include a review of the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and an audit of the Collateral and Required Loan Files in conjunction with such a review. Any expenses incurred by the Borrower in connection with this Section 13.20(d) shall be limited to an amount that is considered commercially reasonable for such services, but in no event shall such expenses exceed $25,000 per calendar year.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (a) upon two (2) Business Days’ prior written request; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. The fees and expenses of the Collateral Custodian incurred under this Section 13.9(a) shall be borne by the Borrower. (b) during normal business hours and (c) subject to the Borrower’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. Without limiting the foregoing provisions of this Section 8.1013.9(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral. One such review per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower. (c) Notwithstanding anything to the contrary herein, (i) any such access or review provided for in this Section 13.9 (A) shall be during normal business hours and subject to reasonable prior written notice, (B) shall not interfere with the normal business operations of the Collateral Custodian, and (C) shall comply with the rules of the Collateral Custodian respecting safety and security, and (ii) the Collateral Custodian shall not be required to disclose, permit the inspection or examination of any document, information or other matter (A) that constitutes trade secrets or proprietary information, (B) in respect of which disclosure is prohibited by law or any binding confidentiality agreement, or (C) that is subject to attorney-client or similar privilege or constitutes attorney work product. Neither this Section 13.9 nor any other provision of this Agreement shall be construed to give rise to a right, expectation, or other entitlement on the part of any Person to inspect, examine, access, or visit any Xxxxx FargoComputershare data center, Xxxxx FargoComputershare computer system, or other secure Xxxxx FargoComputershare facility.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower and the Collateral Custodian Trustee shall provide to the Administrative Agent and each Purchaser Agent access to the Required Receivable Files Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are Purchaser Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two Business Days’ Days prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Purchaser Agent, the Administrative Agent and each Purchaser Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files Loan Documents in conjunction with such a review. The Borrower Such review shall be reasonable in scope and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices be completed in a reasonable period of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject time. Prior to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment occurrence of a successor Servicer to the initial ServicerTermination Event or an Unmatured Termination Event, any such visits or reviews of the Servicer shall be at required to bear the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur expense of no more than twice per calendar yeartwo such reviews within any 12-month period and any additional reviews shall be at the expense of the Administrative Agent and each Purchaser Agent, provided that if Lyon is the Successor Servicer such reviews will be at the expense of the Seller or Servicer and the Administrative Agent and Purchasers shall be entitled to no more than two such reviews within any 12 month period with 5 days prior notice. On and after the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall be required to bear the expense of all such reviews. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The Servicer, the Borrower and the Collateral Custodian Trustee shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation in the possession of the Trustee regarding the Collateral including in such cases where the Administrative Agent and each Lender are required may direct the Trustee in connection with the enforcement of the rights or interests of the Secured PartiesTrustee hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with Article VI, may have access to the Credit Underlying Instruments and Collection Policy and all other documentation in the Servicing Standard, as well as possession of the Servicer regarding the Collateral in connection with this Agreement the enforcement of rights hereunder or to review such documentation and may conduct an audit of the Collateral Collateral, and Required Receivable Files Underlying Instruments in conjunction with such a review. The Borrower Such review shall be reasonable in scope and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices be completed in a reasonable period of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject time. Prior to the limitations in Section 13.9; provided that other than during the existence occurrence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at required to bear the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur expense of no more than twice per calendar year. two such reviews within any 12-month period and any additional reviews shall be at the expense of the Administrative Agent and each Lender. (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Up to two (2) such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuation of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article VI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Underlying Instruments in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar yearbe completed in a reasonable period of time. 112 Without limiting the foregoing provisions of this Section 8.107.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Notwithstanding the foregoing provisions of this Section 7.10, only one review or audit per fiscal year pursuant to this Section 7.10 shall be at the expense of the Borrower and additional reviews or audits in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of a Collateral Manager Default or an Event of Default, any such reviews or audits, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerCollateral Manager, the Borrower Collateral Administrator and the Collateral Custodian Document Custodian, as applicable, shall provide to the Administrative Agent access to the Required Receivable Files Related Documents and all other documentation regarding the Collateral in the possession of or under the control of the Document Custodian or the Collateral Administrator, as applicable, including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulationsApplicable Law, to review such documentation, such access being afforded without charge (but, with respect to the Document Custodian and the Collateral Administrator, at the expense of the Borrower) but only (ai) upon two Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the BorrowerCollateral Manager’s, the ServicerCollateral Administrator’s and Collateral Document Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use reasonably commercial efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the 750499896 22723957 Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement Article XI and may conduct an audit of the Collateral Collateral, and Required Receivable Files Related Documents in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer Such review shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice reasonable in scope and shall occur no more than twice per calendar year. be completed in a reasonable period of time. (b) Without limiting the foregoing provisions of this Section 8.1013.10(a), from time to time on request of the Administrative Agent, Agent and upon reasonable prior written notice to the Document Custodian or the Collateral Administrator, as applicable, each of the Document Custodian and the Collateral Administrator shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent during normal business hours to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Related Documents held by such party and all other documentation regarding the CollateralCollateral in the possession of or under the control of the Document Custodian or the Collateral Administrator, as applicable. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Originator, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Required Receivable Loan Files and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ Days prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral Custodian’s normal security and confidentiality proceduresprocedures (or, in the case of Lyon as the successor Servicer, upon five (5) Business Day’s notice). Periodically at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Loan Files in conjunction with such a review. The Borrower Borrower, the Servicer and the Servicer Originator shall permit the Administrative Agent Agent, or its respective agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower Borrower, the Servicer or the Servicer Originator having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during . The Borrower, the existence Servicer and the Originator shall permit the Administrative Agent or its respective agents or representatives to directly contact any Obligor for the purpose of an Event conducting confirmation of Default or Unmatured Event of Defaultcollateral due diligence, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer in accordance with procedures mutually acceptable to the initial Servicer, any such visits or reviews of Servicer and the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar yearAdministrative Agent. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Loan Files and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerCollateral Manager, the Borrower and the Collateral Custodian shall shall, at the Borrower’s expense, provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. Periodically From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement ARTICLE VI and may conduct an audit of the Collateral Collateral, the Underlying Instruments, and Required Receivable Files the information contained in the Borrower Base Certificates and Payment Date Reports in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. The Borrower fees and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices expenses of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral Custodian incurred under this Section 7.10 shall be borne by the Borrower; provided that so long as no Event of Default has occurred and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such mattersis continuing, and the Borrower shall pay the be responsible for all costs and expenses for all only one such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times visit per calendar fiscal year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a), from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Required Receivable Files Underlying Instruments and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower and the Collateral Custodian shall provide to the Administrative Agent and each Lender access to the Required Receivable Files and all other documentation regarding the Collateral Loan Documents including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge subject to the Custodian’s standard charges (and at the expense of the Borrower) but only (ai) upon two Business Days’ Days prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the ServicerCollateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative AgentAgent and each Lender, the Administrative Agent and each Lender may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Collateral Management Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files Loan Documents in conjunction with such a review. The Borrower Such review shall be reasonable in scope and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices be completed in a reasonable period of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject time. Prior to the limitations in Section 13.9; provided that other than during the existence occurrence of an Event of Default or an Unmatured Event of Default, such visits the Collateral Manager shall occur be required to bear the expense of no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, two such reviews within any such visits or 12-month period and any additional reviews of the Servicer shall be at the reviewer’s expenseexpense of the Administrative Agent and each Lender. On and after the occurrence of an Event of Default or an Unmatured Event of Default, the Collateral Manager shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar yearbe required to bear the expense of all such reviews. Without limiting the foregoing provisions of this Section 8.1014.5, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial ServicerCollateral Manager’s expense, a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower and the Collateral Custodian Trustee shall provide to the Administrative Agent access to the Required Receivable Files Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (ai) upon two Business Days’ Days prior written request, (bii) during normal business hours and (ciii) subject to the Borrower’s, the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files Loan Documents in conjunction with such a review. The Borrower Such review shall be reasonable in scope and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices be completed in a reasonable period of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject time. Prior to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment occurrence of a successor Servicer to the initial ServicerTermination Event or an Unmatured Termination Event, any such visits or reviews of the Servicer shall be at required to bear the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur expense of no more than twice per calendar yeartwo such reviews within any 12-month period and any additional reviews shall be at the expense of the Administrative Agent. On and after the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall be required to bear the expense of all such reviews. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral.

Access to Certain Documentation and Information Regarding the Collateral; Audits. (a) The ServicerCollateral Manager, the Borrower and the Collateral Custodian Agent shall provide to the Administrative Agent access to the Required Receivable Files Underlying Instruments and all other documentation in the possession of such Persons regarding the Collateral including in such cases where the Administrative Agent and each Lender are required may direct the Collateral Agent in connection with the enforcement of the rights or interests of the Secured PartiesCollateral Agent hereunder, or by applicable statutes or regulations, to review such documentation, such access being afforded afforded, without charge charge, but only (ai) upon two (2) Business Days’ prior written request, (bii) during normal business hours and (ciii) subject to the BorrowerCollateral Manager’s, the ServicerBorrower’s and Collateral CustodianAgent’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative AgentAgent and each Lender, the Administrative Agent and each Lender may review the ServicerCollateral Manager’s collection and administration of the Collateral in order to assess compliance by the Servicer Collateral Manager with the Credit and Collection Policy and the Servicing Collateral Manager Standard, as well as with this Agreement and may conduct an audit of the Collateral Collateral, and Required Receivable Files Loan Documents in conjunction with such a review. The Borrower and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment of a successor Servicer to the initial Servicer, any such visits or reviews of the Servicer shall be at the reviewer’s expense, shall require at least five Business Days’ prior written notice and shall occur no more than twice per calendar year. . (b) Without limiting the foregoing provisions of this Section 8.107.10(a) , from time to time on request of the Administrative Agent, the Collateral Custodian Agent shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, conduct a review of the Underlying Instruments and the Required Receivable Files and all other documentation Loan Documents in its possession regarding the Collateral. Up to three (3) such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Access to Certain Documentation and Information Regarding the Collateral; Audits. The Servicer, the Borrower and the Collateral Custodian Trustee shall provide to the Administrative Agent, the Backup Servicer, and each Lender Agent access to the Required Receivable Files Loan Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent and each Lender are Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge afforded, at Borrower’s expense, but only (a) upon two Business Days’ Days prior written request, (b) during normal business hours and (c) subject to the Borrower’s, the Servicer’s and Collateral CustodianTrustee’s normal security and confidentiality procedures. Periodically Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent and each Lender Agent, the Administrative Agent and each Lender Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy and the Servicing Standard, as well as with this Agreement and may conduct an audit of the Collateral and Required Receivable Files Loan Documents in conjunction with such a review. The Borrower Such review shall be reasonable in scope and the Servicer shall permit the Administrative Agent or its agents or representatives, to visit the offices be completed in a reasonable period of each such Person during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers of the Borrower or the Servicer having knowledge of such matters, and the Borrower shall pay the costs and expenses for all such visits, subject time. Prior to the limitations in Section 13.9; provided that other than during the existence of an Event of Default or Unmatured Event of Default, such visits shall occur no more than four times per calendar year. Notwithstanding the foregoing, following the appointment occurrence of a successor Servicer to the initial ServicerTermination Event or an Unmatured Termination Event, any such visits or reviews of the Servicer shall be required to bear the expense of no more than one such review within any 12-month period and any additional reviews shall be at the reviewer’s expense, expense of the Administrative Agent and each Lender Agent (provided that in the event Lyon becomes the Successor Servicer such reviews shall require at least five be limited to twice per any 12-month period but only upon two Business Days’ prior written notice to Lyon). On and after the occurrence of a Termination Event or an Unmatured Termination Event, the Servicer shall occur no more than twice per calendar yearbe required to bear the expense of all such reviews. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian Trustee shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct, at the initial Servicer’s expense, a review of the Required Receivable Files Loan Documents and all other documentation regarding the Collateral.