Common use of Access to Receivables Information Clause in Contracts

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Verification Agent and the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default or a Facility Early Amortization Event that has not been waived by the Majority Holders of all Outstanding Notes shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes, (iii) following the occurrence of an Event of Default that has not been waived by the Majority Holders of each Class of all Outstanding Notes, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables Seller. Prior to any such payment, the Receivables Seller shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by the Majority Holders of each Class of all Outstanding Notes during such twelve-month period, or (D) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the ServicerServicer and the Subservicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s or the Subservicer’s, as applicable, normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s or the Subservicer’s, as applicable, conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer or the Subservicer, as applicable, relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s or the Subservicer’s, as applicable, affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived by Noteholders of more than 66 2⁄3% of the Note Balance of the Outstanding Notes of each Series, measured by Voting Interests, and the Administrative Agent or a Facility Early Amortization Event that has not been waived by Noteholders of at least 66 2⁄3% of the Majority Holders Note Balance of all the Outstanding Notes of each Series, measured by Voting Interests, 100% of the VFN Noteholders and the Administrative Agent shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66 2⁄3% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notesthe VFN Noteholders and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66 2⁄3% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding NotesSeries, measured by Voting Interests, and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerAdvance Purchaser. Prior to any such payment, the Receivables Seller Advance Purchaser shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 12-month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66 2⁄3% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notes the VFN Noteholders and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66 2⁄3% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding Notes Series, measured by Voting Interests, and the Administrative Agent during such twelve-month period, or (D) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Verification Agent and the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default or a Facility Early Amortization Event that has not been waived by the Majority Holders of all Outstanding Notes shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related the Note Rating Agency or any related the Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility an Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes, (iiiii) following the occurrence of an Event of Default that has not been waived by the Majority Holders of each Class of all Outstanding Notes, or (iviii) after a related the Note Rating Agency has withdrawn its rating of any Class of Notes, while the Notes of any Class have a rating below “investment grade” by such the Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables Seller. Prior to any such payment, the Receivables Seller shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 12-month period, unless (A) a Target Amortization Event, (B) a Facility an Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes has occurred during such twelve-month period, (CB) an Event of Default has occurred that has not been waived by the Majority Holders of each Class of all Outstanding Notes during such twelve-month period, or (DC) the Notes of any Class have been downgraded below “investment grade” by a related the Note Rating Agency (without regard to any supplemental credit enhancement) or such the Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law applicable law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. 85 Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the ServicerServicer and the Subservicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants (which may or may not be independent certified public accountants approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d)) selected by the Indenture Trustee, during the Servicer’s or the Subservicer’s, as applicable, normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s or the Subservicer’s, as applicable, conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer or the Subservicer, as applicable, relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s or the Subservicer’s, as applicable, affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees officers and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts)employees, all at such times and as often as reasonably may be requested; provided that any such Person seeking access to any information or documentation pursuant to this Section 3.4(a) has agreed with the Servicer shall or the Subservicer, as applicable, to be given reasonable prior notice of bound by any meeting with its accountants and shall have confidentiality provisions reasonably requested by the right to have its representatives present at any such meetingServicer or the Subservicer, as applicable. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, Event or an Event of Default or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of all Outstanding Notes terms hereof shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, Event or (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes, (iii) following the occurrence of an Event of Default that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesterms hereof, or (iviii) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency (other than any Notes initially rated below “investment grade” by any such Note Rating Agency), all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerHLSS. Prior to any such payment, the Receivables Seller HLSS shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants (which may or may not be independent certified public accountants that are approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d)) at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times one time during any 12 month period12‑month period at the expense of the Administrator, unless (A) a Target Amortization EventEvent has occurred, (B) a Facility Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notes terms hereof during such twelve-month period, or (DC) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement, unless such supplemental credit enhancement has caused the related Note Rating Agency to reverse such downgrade of such rated Class so that such Notes will be rated above “investment grade”) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two examinations one examination may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Verification Agent and the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default or a Facility Early Amortization Event that has not been waived by the Majority Holders of all Outstanding Notes shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related the Note Rating Agency or any related the Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility an Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes, (iiiii) following the occurrence of an Event of Default that has not been waived by the Majority Holders of each Class of all Outstanding Notes, or (iviii) after a related the Note Rating Agency has withdrawn its rating of any Class of Notes, while the Notes of any Class have a rating below “investment grade” by such the Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables Seller. Prior to any such payment, the Receivables Seller shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 12-month period, unless (A) a Target Amortization Event, (B) a Facility an Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes has occurred during such twelve-month period, (CB) an Event of Default has occurred that has not been waived by the Majority Holders of each Class of all Outstanding Notes during such twelve-month period, or (DC) the Notes of any Class have been downgraded below “investment grade” by a related the Note Rating Agency (without regard to any supplemental credit enhancement) or such the Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s 's conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s 's normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s 's conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s 's affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s 's officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s 's accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived by Noteholders of more than 66⅔% of the Note Balance of the Outstanding Notes of each Series, measured by Voting Interests, and the Administrative Agent or a Facility Early Amortization Event that has not been waived by Noteholders of at least 66⅔% of the Majority Holders Note Balance of all the Outstanding Notes of each Series, measured by Voting Interests, 100% of the VFN Noteholders and the Administrative Agent shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notesthe VFN Noteholders and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding NotesSeries, measured by Voting Interests, and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 month 12‑month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notes the VFN Noteholders and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding Notes Series, measured by Voting Interests, and the Administrative Agent during such twelve-month period, or (D) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements Agreements, the Designated Pools and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements Agreements, the Designated Pools and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization EventEvent has occurred with respect to a Series that has not been waived in accordance with the related Indenture Supplement, an Event of Default or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of all Outstanding Notes terms hereof shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Target Amortization Event with respect to a Series that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesrelated Indenture Supplement, (iii) following the occurrence of or an Event of Default that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesterms hereof, or (ivii) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements Agreements, the Designated Pools and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 month 12‑month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders related Indenture Supplement, or an Event of each Class of all Outstanding Notes Default that has not been waived in accordance with the terms hereof has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by the Majority Holders of each Class of all Outstanding Notes during such twelve-month period, or (DB) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law applicable law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. 84 Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicereach Servicer and each Subservicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants (which may or may not be independent certified public accountants approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d)) selected by the Indenture Trustee, during the applicable Servicer’s or Subservicer’s, as applicable, normal business hours, and in a manner that does not unreasonably interfere with the such Servicer’s or such Subservicer’s, as applicable, conduct of its regular business, to examine all the books of account, records, reports and other papers of the such Servicer or Subservicer, as applicable, relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the such Servicer’s or Subservicer’s, as applicable, affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the applicable Servicer’s officers, employees officers and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts)employees, all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meetingPerson seeking access to any information or documentation pursuant to this Section 3.4(a) has agreed with applicable Servicer or Subservicer, as applicable, to be bound by any confidentiality provisions reasonably requested by applicable Servicer or Subservicer, as applicable. The Each Servicer shall at all times have equivalent access rights to the each applicable Subservicer. Unless a related Target Amortization Event, Event or an Event of Default or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of all Outstanding Notes terms hereof shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, Event or (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes, (iii) following the occurrence of an Event of Default that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesterms hereof, or (iviii) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency (other than any Notes initially rated below “investment grade” by any such Note Rating Agency), all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerHLSS. Prior to any such payment, the Receivables Seller HLSS shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the any Servicer, the any Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants (which may or may not be independent certified public accountants that are approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d)) at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times one time during any 12 month period12‑month period at the expense of the Administrator, unless (A) a Target Amortization EventEvent has occurred, (B) a Facility Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notes terms hereof during such twelve-month period, or (DC) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement, unless such supplemental credit enhancement has caused the related Note Rating Agency to reverse such downgrade of such rated Class so that such Notes will be rated above “investment grade”) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two examinations one examination may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived by Noteholders of more than 66 2/3% of the Note Balance of the Outstanding Notes of each Series, measured by Voting Interests, and the Administrative Agent or a Facility Early Amortization Event that has not been waived by Noteholders of at least 66 2/3% of the Majority Holders Note Balance of all the Outstanding Notes of each Series, measured by Voting Interests, 100% of the VFN Noteholders and the Administrative Agent shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66 2/3% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notesthe VFN Noteholders and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66 2/3% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding NotesSeries, measured by Voting Interests, and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 12-month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66 2/3% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notes the VFN Noteholders and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66 2/3% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding Notes Series, measured by Voting Interests, and the Administrative Agent during such twelve-month period, or (D) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Verification Agent and the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived in accordance with the related Indenture Supplement or a Facility Early Amortization Event that has not been waived by 66 2⁄3% of the Majority Holders Noteholders of all the Outstanding Notes of each Series by Voting Interests and the Administrative Agent shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization EventEvent that has not been waived in accordance with the related Indenture Supplement, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by 66 2⁄3% of the Majority Holders Noteholders of the Outstanding Notes of each Class of all Outstanding NotesSeries and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66 2⁄3% of the Majority Holders Outstanding Notes of each Class of all Outstanding NotesSeries by Voting Interests and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables Seller. Prior to any such payment, the Receivables Seller shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by Noteholders of 66 2⁄3% of the Majority Holders Outstanding Notes of each Class of all Outstanding Notes Series by Voting Interests and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66 2⁄3% of the Majority Holders Outstanding Notes of each Class of all Outstanding Notes Series by Voting Interests and the Administrative Agent during such twelve-month period, or (D) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements Contracts, the Designated Pools and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements Contracts, the Designated Pools and the Receivables with the Servicer’s officers, employees who have knowledge of such affairs, finances and accounts and that have been designated by the Servicer’s officers to discuss such affairs, finances and accounts and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that (i) the Servicer shall not be required to disclose or provide any information that it is prohibited from disclosing or providing by Applicable Law, the Xxxxxx Xxx Lender Contract, the Xxxxxxx Mac Guide, the Xxxxxxx Mac Purchase Documents or the applicable Designated Servicing Contract; (ii) any such Person seeking access to any information or documentation pursuant to this Section 3.4, shall and shall cause their respective representatives to, hold in confidence all such information; and (iii) the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization EventEvent that has not been waived in accordance with the related Indenture Supplement, an Event of Default that has not been waived in accordance with the terms hereof, or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of all Outstanding Notes terms hereof shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by parties the requesting Noteholder(s). The parties hereto acknowledge that or directing the Indenture Trustee shall not to exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentenceright. In the event that such rights are exercised (i) following the occurrence of a related Target Amortization EventEvent that has not been waived in accordance with the related Indenture Supplement, (ii) following an Event of Default that has not been waived in accordance with the occurrence of terms hereof, or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notes, (iii) following the occurrence of an Event of Default that has not been waived by the Majority Holders of each Class of all Outstanding Notes, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, while the Notes of any Class have a rating below “investment grade” by such Note Rating Agencyterms hereof, all reasonable, documented out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements Contracts, the Designated Pools and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times one time during any 12 12-month period, unless (A) a Target Amortization EventEvent that has not been waived in accordance with the related Indenture Supplement, (B) an Event of Default that has not been waived in accordance with the terms hereof, or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notes has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by the Majority Holders of each Class of all Outstanding Notes during such twelve-month period, or (D) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notesterms hereof, in which case more than two examinations one examination may be conducted during a twelve-month period, but such extra audits (in excess of two examinations) shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements Agreements, the Designated Pools and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements Agreements, the Designated Pools and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived by Noteholders of more than 66 2/3% of the Note Balance of the Outstanding Notes of each Series, measured by Voting Interests, and the Administrative Agent or a Facility Early Amortization Event that has not been waived by Noteholders of at least 66 2/3% of the Majority Holders Note Balance of all the Outstanding Notes of each Series, measured by Voting Interests, 100% of the VFN Noteholders and the Administrative Agent shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66 2/3% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notesthe VFN Noteholders and the Xxxxxxxxxxxxxx Xxxxx, (iiixxx) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66 2/3% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding NotesSeries, measured by Voting Interests, and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements Agreements, the Designated Pools and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 12-month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66 2/3% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notes the VFN Noteholders and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66 2/3% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding Notes Series, measured by Voting Interests, and the Administrative Agent during such twelve-month period, or (D) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s 's conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s 's normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s 's conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s 's affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s 's officers, EXECUTION VERSION employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s 's accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived by Noteholders of more than 66⅔% of the Note Balance of the Outstanding Notes of each Series, measured by Voting Interests, and the Administrative Agent or a Facility Early Amortization Event that has not been waived by Noteholders of at least 66⅔% of the Majority Holders Note Balance of all the Outstanding Notes of each Series, measured by Voting Interests, 100% of the VFN Noteholders and the Administrative Agent shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notesthe VFN Noteholders and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding NotesSeries, measured by Voting Interests, and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 twelve (12) month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notes the VFN Noteholders and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding Notes Series, measured by Voting Interests, and the Administrative Agent during such twelve-month period, or (D) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two EXECUTION VERSION examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law applicable law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the ServicerServicer and the Subservicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants (which may or may not be independent certified public accountants approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d)) selected by the Indenture Trustee, during the Servicer’s or the Subservicer’s, as applicable, normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s or the Subservicer’s, as applicable, conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer or the Subservicer, as applicable, relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s or the Subservicer’s, as applicable, affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees officers and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts)employees, all at such times and as often as reasonably may be requested; provided that any such Person seeking access to any information or documentation pursuant to this Section 3.4(a) has agreed with the Servicer shall or the Subservicer, as applicable, to be given reasonable prior notice of bound by any meeting with its accountants and shall have confidentiality provisions reasonably requested by the right to have its representatives present at any such meetingServicer or the Subservicer, as applicable. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, Event or an Event of Default or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of all Outstanding Notes terms hereof shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, Event or (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes, (iii) following the occurrence of an Event of Default that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesterms hereof, or (iviii) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency (other than any Notes initially rated below “investment grade” by any such Note Rating Agency), all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerHLSS. Prior to any such payment, the Receivables Seller HLSS shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants (which may or may not be independent certified public accountants that are approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d)) at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times one time during any 12 month period12‑month period at the expense of the Administrator, unless (A) a Target Amortization EventEvent has occurred, (B) a Facility Early Amortization Event that has not been waived by the Majority Holders of each Class of all Outstanding Notes has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notes terms hereof during such twelve-month period, or (DC) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement, unless such supplemental credit enhancement has caused the related Note Rating Agency to reverse such downgrade of such rated Class so that such Notes will be rated above “investment grade”) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two examinations one examination may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage LoansSecuritization Trust Assets, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage LoansSecuritization Trust Assets, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization EventEvent has occurred with respect to a Series that has not been waived in accordance with the related Indenture Supplement, an Event of Default or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of all Outstanding Notes terms hereof shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Target Amortization Event with respect to a Series that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesrelated Indenture Supplement, (iii) following the occurrence of or an Event of Default that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesterms hereof, or (ivii) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage LoansSecuritization Trust Assets, Designated Servicing Agreements Agreements, and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 month 12‑month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders related Indenture Supplement, or an Event of each Class of all Outstanding Notes Default that has not been waived in accordance with the terms hereof has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by the Majority Holders of each Class of all Outstanding Notes during such twelve-month period, or (DB) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived by Noteholders of more than 66⅔% of the Note Balance of the Outstanding Notes of each Series, measured by Voting Interests, and the Administrative Agent or a Facility Early Amortization Event that has not been waived by Noteholders of at least 66⅔% of the Majority Holders Note Balance of all the Outstanding Notes of each Series, measured by Voting Interests, 100% of the VFN Noteholders and the Administrative Agent shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notesthe VFN Noteholders and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding NotesSeries, measured by Voting Interests, and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (iv) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 month 12‑month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by by, together, Noteholders of at least 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notes the VFN Noteholders and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66⅔% of the Majority Holders Note Balance of the Outstanding Notes of each Class of all Outstanding Notes Series, measured by Voting Interests, and the Administrative Agent during such twelve-month period, or (D) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the ServicerServicer and the Subservicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants (which may or may not be independent certified public accountants that are selected to be the Verification Agent to perform the agreed upon procedures pursuant to Section 3.3(d)) selected by the Indenture Trustee, during the Servicer’s or the Subservicer’s, as applicable, normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s or the Subservicer’s, as applicable, conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer or the Subservicer, as applicable, relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s or the Subservicer’s, as applicable, affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default or a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders terms hereof, an Event of all Outstanding Notes Default that has not been waived in accordance with the terms hereof shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesterms hereof, (iii) following the occurrence of an Event of Default that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notesterms hereof, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (v) while the Notes of any rated Class have a rating below “investment grade” by such Note Rating Agency (other than any Notes initially rated below “investment grade” by any such Note Rating Agency), all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerAdvance Purchaser. Prior to any such payment, the Receivables Seller Advance Purchaser shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants (which may or may not be independent certified public accountants that are selected to be the Verification Agent to perform the agreed upon procedures pursuant to Section 3.3(d)) at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times one time during any 12 12-month periodperiod at the expense of the Administrator, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notes terms hereof has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by in accordance with the Majority Holders of each Class of all Outstanding Notes terms hereof during such twelve-month period, or (D) the Notes of any rated Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement, unless such supplemental credit enhancement has caused the related Note Rating Agency to reverse such downgrade of such rated Class so that such Notes will be rated above “investment grade”) or such Note Rating Agency shall have withdrawn its rating of any rated Class of Notes, in which case more than two examinations one examination may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior noticewritten notice of not less than five (5) Business Days so long as an Event of Default or Facility Early Amortization Event has not occurred and is continuing (one (1) Business Day during the continuation of an Event of Default or Facility Early Amortization Event), shall permit the Verification Agent and Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements Contracts, the Designated Pools and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements Contracts, the Designated Pools and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested, subject to the fourth paragraph of Section 3.4(a); provided that (i) the Servicer shall not be required to disclose or provide any information that it is prohibited from disclosing or providing by Applicable Law or contract (including the Xxxxxxx Mac Guide, the Freddie Mac Purchase Documents and the applicable Designated Servicing Contract); (ii) any such Person seeking access to any information or documentation pursuant to this Section 3.4 shall and shall direct their respective representatives to hold in confidence all such information in accordance with Section 14.14 of this Indenture; and (iii) the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived by the Majority Noteholders of the Outstanding Notes of each Series, measured by Voting Interests, and the Administrative Agent or a Facility Early Amortization Event that has not been waived by the Majority Holders Noteholders of all the Outstanding Notes of each Series, measured by Voting Interests, 100% of the VFN Noteholders and the Administrative Agent shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related Note Rating Agency (if applicable) or any related Note Rating Agency (if applicable) shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action or inaction in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization Event, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by by, together, the Majority Holders Noteholders of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notesthe VFN Noteholders and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by the Majority Holders Noteholders of the Outstanding Notes of each Class of all Outstanding NotesSeries, or measured by Voting Interests, and the Administrative Agent, (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, Notes or (v) while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables SellerServicer. Prior to any such payment, the Receivables Seller Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements Contracts, the Designated Pools and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times one time during any 12 12-month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by by, together, the Majority Holders Noteholders of the Outstanding Notes of each Class Series, measured by Voting Interests, 100% of all Outstanding Notes the VFN Noteholders and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by the Majority Holders Noteholders of the Outstanding Notes of each Class of all Outstanding Notes Series, measured by Voting Interests, and the Administrative Agent during such twelve-month period, or (D) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations one examination may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Verification Agent and the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived in accordance with the related Indenture Supplement or a Facility Early Amortization Event that has not been waived by 66 2/3% of the Majority Holders Noteholders of all the Outstanding Notes of each Series by Voting Interests and the Administrative Agent shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization EventEvent that has not been waived in accordance with the related Indenture Supplement, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by 66 2/3% of the Majority Holders Noteholders of the Outstanding Notes of each Class of all Outstanding NotesSeries and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66 2/3% of the Majority Holders Outstanding Notes of each Class of all Outstanding NotesSeries by Voting Interests and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables Seller. Prior to any such payment, the Receivables Seller shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by Noteholders of 66 2/3% of the Majority Holders Outstanding Notes of each Class of all Outstanding Notes Series by Voting Interests and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66 2/3% of the Majority Holders Outstanding Notes of each Class of all Outstanding Notes Series by Voting Interests and the Administrative Agent during such twelve-month period, or (D) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Receivables Information. The Custodians shall provide the Noteholders with access to the documentation relating to the Receivables as provided in Section 2.4(b). In each case, access to documentation relating to the Receivables shall be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Custodians and in a manner that does not unreasonably interfere with a Custodian’s conduct of its regular business. Nothing in this Section 3.4 shall impair the obligation of the Custodians to observe any Applicable 71 Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section. Notwithstanding anything to the contrary contained in this Section 3.4, Section 2.4, or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Verification Agent and the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. The Servicer shall at all times have equivalent access rights to the Subservicer. Unless a related Target Amortization Event, an Event of Default that has not been waived in accordance with the related Indenture Supplement or a Facility Early Amortization Event that has not been waived by 66⅔% of the Majority Holders Noteholders of all the Outstanding Notes of each Series by Voting Interests and the Administrative Agent shall have occurred, or the Notes of any Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence. In the event that such rights are exercised (i) following a related Target Amortization EventEvent that has not been waived in accordance with the related Indenture Supplement, (ii) following the occurrence of a Facility Early Amortization Event that has not been waived by 66⅔% of the Majority Holders Noteholders of the Outstanding Notes of each Class of all Outstanding NotesSeries and the Administrative Agent, (iii) following the occurrence of an Event of Default that has not been waived by Noteholders of more than 66⅔% of the Majority Holders Outstanding Notes of each Class of all Outstanding NotesSeries by Voting Interests and the Administrative Agent, or (iv) after a related Note Rating Agency has withdrawn its rating of any Class of Notes, while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Receivables Seller. Prior to any such payment, the Receivables Seller shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements and the Receivables be examined by independent certified public 72 accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12 month period, unless (A) a Target Amortization Event, (B) a Facility Early Amortization Event that has not been waived by Noteholders of 66⅔% of the Majority Holders Outstanding Notes of each Class of all Outstanding Notes Series by Voting Interests and the Administrative Agent has occurred during such twelve-month period, (C) an Event of Default has occurred that has not been waived by Noteholders of more than 66⅔% of the Majority Holders Outstanding Notes of each Class of all Outstanding Notes Series by Voting Interests and the Administrative Agent during such twelve-month period, or (D) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).