Common use of Audits; Agreed-Upon Procedures Clause in Contracts

Audits; Agreed-Upon Procedures. (a) Each of the Seller, the Servicer and each Originator will, from time to time during regular business hours as requested by the Administrative Agent, the Co-Administrative Agent or any Facility Agent upon reasonable notice and subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, regulation or governmental guidelines, and at the sole cost of such Person, permit the Administrative Agent, the Co-Administrative Agent, the Facility Agents or their respective agents or representatives (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller, the Servicer or such Originator having knowledge of such matters; provided, that as long as no Termination Event shall have occurred and be continuing, (A) the Seller, the Servicer and each Originator shall only be responsible for the cost of one (1) such visit during any calendar year if the Parent is at Leverage Level 1 and two (2) such visits during any calendar year if the Parent is at Leverage Level 2 and (B) as long as the Parent is at Leverage Level 1 or 2, the Co-Agents and the Facility Agents hereby agree to coordinate their due diligence visits. (b) The Servicer shall cause Protiviti Inc. or another firm selected by the Co-Agents and engaged by the Co-Administrative Agent, to furnish a report to the Facility Agents pursuant to procedures agreed upon by the Servicer and the Co-Administrative Agent (in consultation with the Facility Agents) as follows: (i) as long as no Termination Event has occurred and is continuing and the Parent is at Leverage Level 1, on (a) the 6th month anniversary of the Closing Date and (b) the one year anniversary of the Closing Date and annually thereafter; (ii) if the Parent is at Leverage Level 1 but a Termination Event has occurred and is continuing, at any time upon request of the Co-Agents; (iii) if the Parent is at Leverage Xxxxx 0, (y) two times per year and (z) if a Termination Event as occurred and is continuing or a Potential Termination Event has occurred, at any time upon request of the Co-Agents; and (iv) if the Parent is at Leverage Level 3, at any time upon request of the Co-Agents. The Co-Administrative Agent shall assist the Seller and the Servicer in preparing for each audit and addressing any recommendations made in the audit report.

Audits; Agreed-Upon Procedures. (a) Each of the Seller, Seller and the Servicer and each Originator will, from time to time during regular business hours as requested by the Administrative Agent, the Co-Administrative Agent or any Facility Agent upon reasonable notice and subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, regulation or governmental guidelines, and at the sole cost of such PersonSeller Party, permit the Administrative Agent, the Co-Administrative Agent, the Facility Agents or their respective agents or representatives (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller, the Seller or Servicer or such Originator having knowledge of such matters; provided, that as long as no Termination Event or Downgrade Event shall have occurred and be continuingoccurred, (A) the Seller, Seller and the Servicer and each Originator shall only be responsible for the cost of one (1) such visit during any calendar year if the Parent is at Leverage Level 1 and two (2) such visits during any calendar year if the Parent is at Leverage Level 2 and (B) as long as the Parent is at Leverage Level 1 or 2, the Co-Agents Administrative Agent and the Facility Agents hereby agree to coordinate their due diligence visits. (b) The At the Administrative Agent’s request, the Servicer shall cause Protiviti Inc. FTI Consulting or another firm selected by the Co-Agents and engaged by the Co-Administrative Agent, to furnish a an annual report to the Facility Agents pursuant to procedures agreed upon by the Seller, the Servicer and the Co-Facility Agents; provided, that the Administrative Agent (in consultation with may, and shall if so directed by the Required Facility Agents) as follows: (i) as long as no Termination Event has , request that additional procedures be performed and reports be provided if there shall have occurred and is continuing and the Parent is at Leverage Level 1, on (a) the 6th month anniversary of the Closing Date and (b) the one year anniversary of the Closing Date and annually thereafter; (ii) if the Parent is at Leverage Level 1 but a Termination Event has occurred and is continuing, at any time upon request of the Co-Agents; (iii) if the Parent is at Leverage Xxxxx 0, (y) two times per year and (z) if a Termination Event as occurred and is continuing or a Potential Termination Event has occurred, at any time upon request of Event. Each such report shall be paid for by the Co-Agents; and (iv) if the Parent is at Leverage Level 3, at any time upon request of the Co-Agents. The Co-Administrative Agent shall assist the Seller and the Servicer in preparing for each audit and addressing any recommendations made in the audit reportServicer.

Audits; Agreed-Upon Procedures. (a) Each of the Seller, the Servicer and each Originator will, from time to time during regular business hours as requested by the Administrative Agent, the Co-Administrative Agent or any Facility Agent upon reasonable notice and subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, regulation or governmental guidelines, and at the sole cost of such Person, permit the Administrative Agent, the Co-Administrative Agent, the Facility Agents or their respective agents or representatives (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller, the Servicer or such Originator having knowledge of such matters; provided, that as long as no Termination Event shall have occurred and be continuing, (A) the Seller, the Servicer and each Originator shall only be responsible for the cost of one (1) such visit during any calendar year if the Parent is at Leverage Level 1 and two (2) such visits during any calendar year if the Parent is at Leverage Level 2 and (B) as long as the Parent is at Leverage Level 1 or 2, the Co-Agents Administrative Agent and the Facility Agents hereby agree to conduct only one due diligence visit annually and to coordinate their due diligence annual visits. (b) The Servicer shall cause Protiviti Inc. or another a firm selected by the Co-Agents and engaged by the Co-Administrative Agent, Agent to furnish a an annual report to the Facility Agents pursuant to procedures agreed upon by the Servicer and the Co-Administrative Agent (in consultation with the Facility Agents) as follows: (i) as long as no Termination Event has occurred and is continuing and the Parent is at Leverage Level 1, on (a) the 6th month anniversary of the Closing Date and (b) the one year anniversary of the Closing Date and annually thereafter; (ii) if the Parent is at Leverage Level 1 but a Termination Event has occurred and is continuing, at any time upon request of the Co-Agents; (iii) if the Parent is at Leverage Xxxxx 0, (y) two times per year and (z) if a Termination Event as occurred and is continuing or a Potential Termination Event has occurred, at any time upon request of the Co-Agents; and (iv) if the Parent is at Leverage Level 3, at any time upon request of the Co-Agents. The Co-Administrative Agent shall assist the Seller and the Servicer in preparing for each audit and addressing any recommendations made in the audit report.Servicer

Audits; Agreed-Upon Procedures. (a) Each of the Seller, the Servicer and each Originator will, from time to time during regular business hours as requested by the Administrative Agent, the Co-Administrative Agent or any Facility Agent upon reasonable notice and subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, regulation or governmental guidelines, and at the sole cost of such Person, permit the Administrative Agent, the Co-Administrative Agent, the Facility Agents or their respective agents or representatives (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller, the Servicer or such Originator having knowledge of such matters; provided, that as long as no Termination Event shall have occurred and be continuing, (A) the Seller, the Servicer and each Originator shall only be responsible for the cost of one (1) such visit during any calendar year if the Parent is at Leverage Level 1 and two (2) such visits during any calendar year if the Parent is at Leverage Level 2 and (B) as long as the Parent is at Leverage Level 1 or 2, the Co-Agents Administrative Agent and the Facility Agents hereby agree to conduct only one due diligence visit annually and to coordinate their due diligence annual visits. (b) The Servicer shall cause Protiviti Inc. or another a firm selected by the Co-Agents and engaged by the Co-Administrative Agent, Agent to furnish a an annual report to the Facility Agents pursuant to procedures agreed upon by the Servicer and the Co-Administrative Agent (in consultation with the Facility Agents) as follows: (i) as long as no ), provided that if a Potential Termination Event has occurred and is continuing and the Parent is at Leverage Level 1, on (a) the 6th month anniversary of the Closing Date and (b) the one year anniversary of the Closing Date and annually thereafter; (ii) if the Parent is at Leverage Level 1 but a or Termination Event has occurred and is continuingshall have occurred, such audit report shall be furnished at any time and from time to time upon request of the Co-Agents; (iii) if the Parent is at Leverage Xxxxx 0, (y) two times per year and (z) if a Termination Event as occurred and is continuing or a Potential Termination Event has occurred, at any time upon request of the Co-Agents; and (iv) if the Parent is at Leverage Level 3, at any time upon request of the Co-AgentsAdministrative Agent. The Co-Administrative Agent shall assist the Seller and the Servicer in preparing for each audit and addressing any recommendations made in the audit report.

Audits; Agreed-Upon Procedures. (a) Each of the Seller, the Servicer and each Originator will, from time to time during regular business hours as requested by the Administrative Agent, the Co-Administrative Agent or any Facility Agent upon reasonable notice and subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, regulation or governmental guidelines, and at the sole cost of such Person, permit the Administrative Agent, the Co-Administrative Agent, the Facility Agents or their respective agents or representatives (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller, the Servicer or such Originator having knowledge of such matters; provided, that as long as no Termination Event shall have occurred and be continuing, (A) the Seller, the Servicer and each Originator shall only be responsible for the cost of one (1) such visit during any calendar year if the Parent is at Leverage Level 1 and two (2) such visits during any calendar year if the Parent is at Leverage Level 2 and (B) as long as the Parent is at Leverage Level 1 or 2, the Co-Agents Administrative Agent and the Facility Agents hereby agree to conduct only one due diligence visit annually and to coordinate their due diligence annual visits. (b) The Servicer shall cause Protiviti Inc. or another a firm selected by the Co-Agents and engaged by the Co-Administrative Agent, Agent to furnish a an annual report to the Facility Agents Agents, once every two (2) calendar years, a report pursuant to procedures agreed upon by the Servicer and the Co-Administrative Agent (in consultation with the Facility Agents) as follows: (i) as ), providedwith the next such report to be delivered on or about November 1, 2024, provided that if, and only for so long as no as, Xxxxxxxx shall be rated below “BBB-” by S&P or “Baa3” by Moody’s, such audit report shall be furnished once each calendar year; and provided further, that if a Potential Termination Event has occurred and is continuing and the Parent is at Leverage Level 1, on (a) the 6th month anniversary of the Closing Date and (b) the one year anniversary of the Closing Date and annually thereafter; (ii) if the Parent is at Leverage Level 1 but a or Termination Event has occurred and is continuingshall have occurred, such audit report shall be furnished at any time and from time to time upon request of the Co-Agents; (iii) if the Parent is at Leverage Xxxxx 0, (y) two times per year and (z) if a Termination Event as occurred and is continuing or a Potential Termination Event has occurred, at any time upon request of the Co-Agents; and (iv) if the Parent is at Leverage Level 3, at any time upon request of the Co-AgentsAdministrative Agent. The Co-Administrative Agent shall assist the Seller and the Servicer in preparing for each audit and addressing any recommendations made in the audit report.