Common use of Furnishing of Information and Inspection of Receivables Clause in Contracts

Furnishing of Information and Inspection of Receivables. Each SPV Entity will furnish or cause to be furnished to the Administrative Agent and each Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and Pledged Collateral as the Administrative Agent or any Group Agent may reasonably request. Each SPV Entity will, during regular business hours and with reasonable prior written notice, permit the Administrative Agent and each Group Agent, their respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agent, to: (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and Pledged Collateral, (B) visit the offices and properties of such SPV Entity for the purpose of examining such books and records, (C) discuss matters relating to the Pool Receivables, the other Sold Assets and Pledged Collateral or such SPV Entity’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of such SPV Entity, to the extent reasonably available, having knowledge of such matters and (D) conduct a review of its books and records with respect to such Pool Receivables and other Sold Assets and Pledged Collateral (each inspection and audit described in clauses (A) though (D) above, an “Inspection”). Each SPV Entity shall reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with one such Inspection per twelve-month period (which Inspection shall include any related inspections of any Servicer and any Originators) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during such twelve-month period; provided, that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any Termination Event has occurred and is continuing. In connection with any such Inspection, (1) to the extent no applicable confidentiality agreement is already in place with respect to such Person, each Person conducting such Inspection (including any third party certified public accounting firms or auditing firms) shall have agreed in writing to maintain the confidentiality of any SPV Entity’s and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections of the Receivables shall be reasonably acceptable) and (2) the Administrative Agent and the Group Agents shall conduct, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to the business and operations of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable).

Furnishing of Information and Inspection of Receivables. Each SPV Entity will furnish or cause to be furnished Such Borrower will, to the Administrative Agent extent it is in possession thereof or can reasonably obtain it, furnish to the Administrator and each Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and Pledged Collateral Monetized Receivables as the Administrative Agent Administrator or any such Group Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Each SPV Entity Such Borrower will, at any time and from time to time during regular business hours and with reasonable prior written notice, subject to Section 6.7, (i) at such Borrower’s expense, permit the Administrative Agent and each Administrator or any Group Agent, or their respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agentrepresentatives, to: (A) to examine and make copies of and abstracts from all books and records relating to the Pool Receivables, other Pool Assets, the Monetized Receivables or other Sold and Related Monetized Assets and Pledged Collateral, (B) to visit the offices and properties of such SPV Entity Borrower for the purpose of examining such books and records, (C) and to discuss matters relating to the Pool Receivables, other Pool Assets, the other Sold Monetized Receivables and Related Monetized Assets and Pledged Collateral or such SPV EntityBorrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of such SPV Entity, to the extent reasonably available, Borrower (provided that representatives of such Borrower are present during such discussions) having knowledge of such matters and (Dii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from the Administrator and the Group Agents, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and Pledged Collateral (each inspection and audit described in the Monetized Receivables; provided, however, that such Borrower shall not be obligated to permit such examinations, visits or reviews under clauses (Ai) though and (Dii) above, an “Inspection”). Each SPV Entity together with any examinations, visits or reviews pursuant to Section 2(e) of this Exhibit IV, more than three times per year (commencing upon and including the Closing Date) during such time that no Event of Default has occurred and is continuing and such Borrower shall not be obligated to pay or reimburse any Person for the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with of more than one such Inspection examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 2(e)(i) of this Exhibit IV) per twelve-month period year (which Inspection shall include any related inspections of any Servicer commencing upon and any Originatorsincluding the Closing Date) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during such twelve-month period; provided, time that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any Termination no Event of Default has occurred and is continuing. In connection with any such Inspection, (1) to the extent no applicable confidentiality agreement is already in place with respect to such Person, each Person conducting such Inspection (including any third party certified public accounting firms or auditing firms) shall have agreed in writing to maintain the confidentiality of any SPV Entity’s and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections of the Receivables shall be reasonably acceptable) and (2) the Administrative Agent and the Group Agents shall conduct, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to the business and operations of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable).

Furnishing of Information and Inspection of Receivables. Each SPV Entity The Seller will furnish or cause to be furnished to the Administrative Agent and each Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and Pledged the Seller Collateral as the Administrative Agent or any Group Agent may reasonably request. Each SPV Entity Once a year (or more frequently, which may be as often as the Administrative Agent may determine, while an Event of Termination shall have occurred and be continuing) the Seller will, at the Seller’s expense, during regular business hours and with reasonable prior written notice, notice (i) permit the Administrative Agent and each Group Agent, Agent or their respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agent, to: (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and Pledged the Seller Collateral, (B) visit the offices and properties of such SPV Entity the Seller for the purpose of examining such books and records, records and (C) upon execution of a confidentiality agreement, discuss matters relating to the Pool Receivables, the other Sold Assets and Pledged Collateral Assets, the Seller Collateral, or such SPV Entitythe Seller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees designated Financial Officers or independent public accountants of such SPV Entity, to the extent reasonably available, Seller having knowledge of such matters and (Dii) without limiting the provisions of clause (i) above, during regular business hours, at the Seller’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and Receivables, other Sold Assets Assets, and Pledged Collateral (each inspection and audit described in clauses (A) though (D) abovethe Seller Collateral; provided, an “Inspection”). Each SPV Entity that the Seller shall be required to reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred only one (1) such review pursuant to clause (ii) above in connection with one such Inspection per twelve-month period (which Inspection shall include any related inspections of any Servicer and any Originators) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during such twelve-month period; provided, that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any unless an Event of Termination Event has occurred and is continuing. In connection ; provided, notwithstanding the foregoing or any provision of any Transaction Document, none of the Administrative Agent, any Purchaser Party or any beneficiary thereof shall have the right to hold, review, view, audit or otherwise possess (x) any Contract, or (y) any financial reporting or other books or records specifically relating to such Contract and the Receivables generated thereunder, the disclosure of which is precluded by the applicable terms of such Contract; provided, further, however, that during the occurrence and continuance of an Event of Termination, to the extent that the related Obligor has defaulted in the payment of any Receivable, upon the request of the Administrative Agent the Seller shall provide the Administrative Agent with such information reasonably requested with respect to any such Inspection, Contract (1which may be redacted versions of or excerpts of any Contract) to the extent no applicable confidentiality agreement is already in place with respect to such Person, each Person conducting such Inspection (including any third party certified public accounting firms or auditing firms) shall have agreed in writing to maintain the confidentiality of any SPV Entity’s and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections of the Receivables shall be reasonably acceptable) and (2) needed for the Administrative Agent and to enforce such Contract against the Group Agents shall conduct, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to the business and operations of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable)applicable Obligor.

Furnishing of Information and Inspection of Receivables. Each SPV Entity The Borrower will furnish or cause to be furnished to the Administrative Agent and each Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and Pledged Collateral as the Administrative Agent or any Group Agent may reasonably request. Each SPV Entity The Borrower will, at the Borrower’s expense, during regular business hours and hours, with reasonable prior written notice, notice permit the Administrative Agent and each Group Agent, Agent or their respective agents or representatives and/or (which may include certified public accountants or other auditors acceptable auditors) to the Administrative Agent, to: (Ai) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and Pledged Collateral, (Bii) visit the offices and properties of such SPV Entity the Borrower for the purpose of examining such books and records, (Ciii) conduct a review of the Borrower’s books and records with respect to the Pool Receivables and other Collateral and (iv) discuss matters relating to the Pool Receivables, the other Sold Assets and Pledged Collateral or such SPV Entitythe Borrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, directors or employees and use commercially reasonable efforts to provide for the Administrative Agent and each Group Agent or their respective agents or representatives (in the presence of representatives of the Borrower) to meet with the independent certified public accountants of such SPV Entitythe Borrower; provided, to the extent reasonably availablehowever, having knowledge of such matters and (D) conduct a review of its books and records with respect to such Pool Receivables and other Sold Assets and Pledged Collateral (each inspection and audit described in clauses that (A) though any such visits or inspections shall be subject to such conditions as the Borrower shall deem necessary based on reasonable considerations of safety, security and confidentiality; and (DB) abovethe Borrower shall not be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Borrower provides such Person with notice that information is being withheld due to the existence of such confidentiality obligation; provided, an “Inspection”). Each SPV Entity further, however, that the Borrower shall be required to reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred only one (1) such review in connection with one such Inspection per twelve-month period (which Inspection shall include any related inspections of any Servicer and any Originators) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during such twelve-month period; provided, that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any unless an Event of Default or a Termination Event has occurred and is continuing. In connection with any such InspectionIf a Ratings Event, (1) to the extent no applicable confidentiality agreement Event of Default or Termination Event has occurred and is already in place with respect to such Personcontinuing, each Person conducting such Inspection (including any third party certified public accounting firms or auditing firms) shall have agreed in writing to maintain the confidentiality of any SPV Entity’s and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections of the Receivables shall be reasonably acceptable) and (2) the Administrative Agent and may appoint a third party to monitor the Group Agents shall conductservicing of the Pool Receivables, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to including the business and operations disposition of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable)Collections.

Furnishing of Information and Inspection of Receivables. Each SPV Entity Originator will furnish or cause to be furnished to the Buyer, the Borrower (as the Buyer’s assignee) and the Administrative Agent and each Group Agent (as the Borrower’s assignee) from time to time such information with respect to the Pool Receivables and as the other Sold Assets and Pledged Collateral as Buyer, the Borrower or the Administrative Agent or any Group Agent Lender may reasonably request. Each SPV Entity Originator will, at such Originator’s reasonable expense, at reasonable times during regular normal business hours and with reasonable prior written noticenotice to such Originator, (i) permit the Buyer and/or the Administrative Agent and each Group Agent, or their respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agent, to: (A) examine and make copies of and abstracts from all the books and records relating to the Pool Receivables or other Sold Assets and Pledged Collateralthe Related Rights, (B) visit the offices and properties of such SPV Entity Originator for the purpose of examining such books and records, records and (C) discuss matters relating to the Pool ReceivablesReceivables sold by it hereunder, the other Sold Assets and Pledged Collateral Related Rights or such SPV EntityOriginator’s performance hereunder or under the other Transaction Loan Documents to which it is a party with any of the officers, directors, employees or independent public accountants (subject to such accountants’ customary policies and procedures) of such SPV Entity, Originator (provided that representatives of such Originator are present and have the opportunity to the extent reasonably available, participate during such discussions) having knowledge of such matters and (Dii) without limiting the provisions of clause (i) above, during normal business hours, at such Originator’s reasonable expense, upon reasonable prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets the Related Rights. Notwithstanding the foregoing, unless a Purchase and Pledged Collateral (each inspection and audit described in clauses (A) though (D) above, an “Inspection”). Each SPV Entity shall reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with one such Inspection per twelve-month period (which Inspection shall include any related inspections of any Servicer and any Originators) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during such twelve-month period; provided, that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any Contribution Termination Event has occurred and is continuing. In connection with , the Administrative Agent shall not exercise such rights clause (i) and clause (ii) more often than one time each during any such Inspection, (1) to the extent no applicable confidentiality agreement is already in place calendar year with respect to such Person, each Person conducting such Inspection (including any third party certified public accounting firms or auditing firms) shall have agreed in writing to maintain the confidentiality of any SPV Entity’s and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections all of the Receivables Originators, taken as a whole, and such exercise shall be reasonably acceptable) and (2) at the Administrative Agent and the Group Agents shall conduct, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to the business and operations of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable).Originators’ expense. US-DOCS\148030570.24

Furnishing of Information and Inspection of Receivables. Each SPV Entity The Seller will furnish or cause to be furnished to the Administrative Agent Administrator, the LC Bank and each Group Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and Pledged Collateral as the Administrative Agent Administrator, the LC Bank or any Group such Purchaser Agent may reasonably request. Each SPV Entity The Seller will, at the Seller’s expense, at any time and from time to time during regular business hours and with reasonable prior written notice, notice (i) permit the Administrative Agent and each Group Administrator, the LC Bank or any Purchaser Agent, or their respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agentrepresentatives, to: (A) to examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Pool Assets and Pledged Collateral, (B) to visit the offices and properties of such SPV Entity the Seller for the purpose of examining such books and records, (C) and to discuss matters relating to the Pool Receivables, other Pool Assets or the other Sold Assets and Pledged Collateral or such SPV EntitySeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Seller (provided that representatives of the Seller are present during such SPV Entity, to the extent reasonably available, discussions) having knowledge of such matters matters; provided that the Seller shall be required to reimburse the Administrator, the LC Bank and Purchaser Agents for only two (2) such examinations and visits per year, unless a Termination Event has occurred and is continuing and (Dii) without limiting the provisions of clause (i) above, from time to time during regular business hours, at the Seller’s expense, upon reasonable prior written notice from the Administrator, the LC Bank and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and Pledged Collateral (each inspection and audit described in clauses (A) though (D) above, an “Inspection”). Each SPV Entity Receivables; provided that the Seller shall be required to reimburse the Administrative Agent Administrator and the Group Purchaser Agents for their reasonable out-of-pocket costs and expenses incurred in connection with only (x) one such Inspection audit per twelve-month period year or (which Inspection shall include any related inspections of any Servicer and any Originatorsy) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during a Level I Minimum Liquidity Period, two (2) such twelve-month period; providedaudits per year, that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any either case unless a Termination Event has occurred and is continuing. In connection with any such Inspection, (1) to the extent no applicable confidentiality agreement is already in place with respect to such Person, each Person conducting such Inspection (including any third party certified public accounting firms or auditing firms) shall have agreed in writing to maintain the confidentiality of any SPV Entity’s and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections of the Receivables shall be reasonably acceptable) and (2) the Administrative Agent and the Group Agents shall conduct, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to the business and operations of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable).

Furnishing of Information and Inspection of Receivables. Each SPV Entity The Originator will furnish or cause to be furnished to the Administrative Agent and each Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Supporting Assets and Pledged Collateral as the Administrative Agent or any Group Agent may reasonably request. Each SPV Entity The Originator will, at the Originator’s expense, during regular business hours and with reasonable prior written noticenotice and in accordance with the Originator’s normal security and confidentiality requirements, (i) permit the Administrative Agent and each Group Agent, their or its respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agent, to: (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and Pledged CollateralSupporting Assets, (B) visit the offices and properties of such SPV Entity the Originator for the purpose of examining such books and records, records and (C) discuss matters relating to the Pool Receivables, the other Sold Supporting Assets and Pledged Collateral or such SPV Entitythe Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Originator (provided that representatives of the Originator are present during such SPV Entity, to the extent reasonably available, discussions) having knowledge of such matters (it being understood that, in the case of any such meeting or advice from such independent accountants, the Originator shall be deemed to have satisfied its obligations under this Section 6.1(f) to the extent that it has used commercially reasonable efforts to cause its independent accountants to participate in any such meeting) and (Dii) without limiting the provisions of clause (i) above, during regular business hours, at the Originator’s expense, upon prior written notice from the Administrative Agent, and in accordance with the Originator’s and the Originator’s normal security and confidentiality requirements, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets Supporting Assets; provided, that the Administrative Agent shall not exercise such rights more than two (2) times in any twelve (12) month period and Pledged Collateral (each inspection and audit described in clauses (A) though (D) above, an “Inspection”). Each SPV Entity the Originator shall be required to reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred only one (1) such review pursuant to clause (ii) above in connection with one such Inspection per twelve-any twelve (12) month period (which Inspection shall include any related inspections unless an Event of any Servicer and any Originators) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during such twelve-month period; provided, that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any Termination Event Default has occurred and is continuing. In connection The Administrative Agent shall give the Originator’s an opportunity to participate in any discussions with any such Inspection, (1) the Originator’s independent public accountants. The rights of the Administrative Agent pursuant to the extent no applicable confidentiality agreement is already in place with respect to such Person, each Person conducting such Inspection (including any third party certified public accounting firms or auditing firmsthis Section 6.1(f) shall have agreed in writing to maintain not be duplicative to, or considered additional to, the confidentiality rights of any SPV Entity’s and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections Administrative Agent under Section 7.02(f) of the Receivables shall be reasonably acceptable) and (2) the Administrative Agent and the Group Agents shall conduct, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to the business and operations of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable)Purchase Agreement.

Furnishing of Information and Inspection of Receivables. Each SPV Entity The Servicer will furnish or cause to be furnished to the Administrative Agent Agent, the LC Bank and each Group Agent Lender from time to time such information with respect to the Pool Receivables and the other Sold Assets and Pledged Collateral as the Administrative Agent Agent, the LC Bank or any Group Agent Lender may reasonably request. Each SPV Entity The Servicer will, at the Servicer’s expense, during regular business hours and with reasonable prior written notice, (i) permit the Administrative Agent Agent, the LC Bank and each Group Agent, Lender or their respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agent, to: (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and Pledged Collateral, (B) visit the offices and properties of such SPV Entity the Servicer for the purpose of examining such books records and records, (C) discuss matters relating to the Pool Receivables, the other Sold Assets and Pledged Collateral or such SPV Entitythe Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Servicer (provided that representatives of the Servicer are present during such SPV Entity, to the extent reasonably available, discussions) having knowledge of such matters and (Dii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon reasonable prior written notice from the Administrative Agent, permit certified public accountants or other auditors reasonably acceptable to the Administrative Agent to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and Pledged Collateral (each inspection and audit described in clauses (A) though (D) aboveCollateral; provided, an “Inspection”). Each SPV Entity that the Servicer shall be required to reimburse the Administrative Agent for only one (1) combined review of the Servicer, the Borrower, the Sub-Originators and the Group Agents for their reasonable out-of-pocket costs Originator under any Sale Agreement and expenses incurred pursuant to clause (ii) above in connection with one such Inspection per any twelve-month period (which Inspection shall include any related inspections unless an Early Amortization Event or Event of any Servicer and any Originators) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during such twelve-month period; provided, that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any Termination Event Default has occurred and is continuing. In connection with any such InspectionUnless an Early Amortization Event or Event of Default has occurred and is continuing, (1) to the extent no applicable confidentiality agreement is already in place with respect to such PersonAdministrative Agent, each Person conducting Lender and their agents and representatives shall make reasonable efforts to provide thirty (30) days’ prior written notice of such Inspection (including any third party certified public accounting firms or auditing firms) shall have agreed in writing to maintain the confidentiality of any SPV Entity’s audits, visits and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections of the Receivables conducted under this Section 8.02(f), and such visits shall be reasonably acceptable) and (2) the Administrative Agent and the Group Agents shall conduct, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to the business and operations of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable)combined.

Furnishing of Information and Inspection of Receivables. Each SPV Entity The Originator will furnish or cause to be furnished to the Buyer and Administrative Agent and each Group Agent from time to time such information in the possession of and reasonably readily available to, the Seller-Related Parties with respect to the Pool Receivables and the other Sold Supporting Assets and Pledged Collateral as the Administrative Agent or any Group Agent the Buyer may reasonably request; provided, that this clause (f) shall not obligate the Servicer to deliver Monthly Reports more frequently than as set forth in the Receivables Purchase Agreement. Each SPV Entity The Originator will, at the Originator’s expense, during regular business hours and with reasonable prior written notice, notice (i) permit the Administrative Agent and each Group Agent, their the Buyer or its respective agents or representatives and/or certified public accountants or other auditors acceptable to the Administrative Agent, to: (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and Pledged CollateralSupporting Assets, (B) visit the offices and properties of such SPV Entity the Originator for the purpose of examining such books and records, records and (C) discuss matters relating to the Pool Receivables, the other Sold Supporting Assets and Pledged Collateral or such SPV Entitythe Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of such SPV Entity, to the extent reasonably available, Originator having knowledge of such matters and (Dii) without limiting the provisions of clause (i) above, during regular business hours, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and Pledged Collateral (each inspection and audit described in clauses (A) though (D) aboveSupporting Assets; provided, an “Inspection”). Each SPV Entity that the Originator shall be required to reimburse the Administrative Agent and Buyer for only one (1) such review pursuant to this Section 6.1(f) or any equivalent Sections under this Agreement and the Group Agents for their reasonable out-of-pocket costs and expenses incurred other Transaction Documents in connection with one such Inspection per any twelve-month period (which Inspection shall include any related inspections unless an Event of any Servicer and any Originators) and the Administrative Agent and Group Agents will each bear their own costs and expenses for any additional Inspections during such twelve-month period; provided, that each SPV Entity shall also reimburse the Administrative Agent and the Group Agents for their reasonable out-of-pocket costs and expenses incurred in connection with any additional Inspections that the Administrative Agent and the Group Agents deem desirable to conduct while any Termination Event Default has occurred and is continuing. In connection with Notwithstanding the foregoing or any such Inspectionother provision of this Agreement, (1) in no event will any Originator be required to disclose to the extent no applicable Administrative Agent, any Purchaser or any other Person privileged documents, the disclosure of which would violate regulatory or contractual confidentiality agreement is already in place with respect to such Person, each Person conducting such Inspection (including obligations bunding upon any third party certified public accounting firms Originator or auditing firms) shall have agreed in writing to maintain the confidentiality any of any SPV Entity’s and its Affiliates’ confidential non-public information on terms reasonably acceptable to the parties thereto (it being understood that terms substantially comparable to the terms of confidentiality agreements previously agreed to by any SPV Entity or its Affiliates with respect to inspections of the Receivables shall be reasonably acceptable) and (2) the Administrative Agent and the Group Agents shall conduct, and shall cause their respective agents, representatives, accountants and auditors to conduct, such Inspection in a commercially reasonable manner so as to minimize any burden (financial or otherwise) on any SPV Entity and its Affiliates and any disruption to the business and operations of any SPV Entity and its Affiliates (it being understood and agreed that an Inspection conducted in a substantially similar manner and scope as that conducted by the Administrative Agent prior to the Closing Date shall be deemed commercially reasonable)Subsidiaries.