Common use of Audits of Collateral Clause in Contracts

Audits of Collateral. The Closed-End Servicer, the Borrower, the Closed-End Administrative Agent and the Closed-End Collateral Agent shall permit and facilitate audits of the Receivables and the related Closed-End Leases and Closed-End Vehicles, the Collateral and the Borrower by the Deal Agent or its respective designees (including certified public accountants or other auditors designated by the Closed-End Collateral Agent) at least once during any Fiscal Year and, if the Deal Agent shall request, a second time during any Fiscal Year and, during the pendency of a Warehouse Facility Termination Event or any Unmatured Warehouse Facility Termination Event of the types listed in clauses (a), (b), (e) or (g) of the definition thereof, of each Warehouse Facility as often as the Deal Agent shall request; provided, however, that: (i) the Deal Agent shall consult with the Warehouse Facility Agents prior to undertaking any such audit and shall act in accordance with the written instructions of the Required Warehouse Lenders; (ii) the Deal Agent shall provide to each Warehouse Facility Secured Party, any audit report prepared in connection with such audit (and shall provide access to any audit work papers prepared in connection therewith), subject to appropriate confidentiality undertakings by the Warehouse Facility Secured Parties with respect to such information; and (iii) the Borrower shall only pay the expenses incurred by the Deal Agent in connection with one such audit during each Fiscal Year.