Common use of Additional Information; Access to Books and Records Clause in Contracts

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Law. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the Manager will, and will cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up Manager, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection by each of the Control Party, the Controlling Class Representative, the Back-Up Manager and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Lawlaw and appropriate confidentiality requirements. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager willshall, and will shall cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up ManagerServicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection by each any of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however however, that during the continuance of a Warm Back-Up Management Trigger Event or Manager Termination Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense; provided, further that the Servicer, the Trustee and the Controlling Class Representative shall use commercially reasonable efforts to coordinate their visit and inspection such that they will occur concurrently. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager Driven Brands Shared Services and any Canadian Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Lawlaw. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager will, and will cause each Securitization Entity Service Recipient to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up ManagerServicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection inspections by each of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar yearExpense, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorneysolicitor-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Law. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the Manager will, and will cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up Manager, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection by each of the Control Party, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager WRI and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Lawlaw. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager willshall, and will shall cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up ManagerServicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection inspections by each of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; providedprovided however, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral Securitized Assets or compliance with the covenants and other agreements of Manager Xxxx in the Box Inc. and any Securitization Entity under the Transaction Related Documents as the Trustee, the Back-Up Back‑Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Lawlaw. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager willshall, and will shall cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up ManagerServicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection by each of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Back‑Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Related Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will shall constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client attorney‑client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager Dine Brands Global and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Law. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager will, and will cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Control PartyServicer, the Back-Up ManagerServicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection by each of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager and any Securitization Entity the Issuer under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Controlling Class Representative may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Law. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the Manager will, and will cause each Securitization Entity the Issuer to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up Manager, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection by each of the Control Party, the Controlling Class Representative, the Back-Up Manager and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity the Issuer be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager Driven Brands and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Lawlaw. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager will, and will cause each Securitization Entity Service Recipient to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up ManagerServicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection inspections by each of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense or other operating expense of Take 5 Company Locations per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating ExpenseExpense or other operating expense of a Take 5 Company Location. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager Driven BrandsDBI and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Lawlaw. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager will, and will cause each Securitization Entity Service Recipient to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up ManagerServicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection inspections by each of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense or other operating expense of Securitization-Owned Locations per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating ExpenseExpense or other operating expense of a Securitization-Owned Location. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager WRI and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Lawlaw. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager willshall, and will shall cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up ManagerServicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection inspections by each of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; providedprovided however, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.(e)

Additional Information; Access to Books and Records. The Manager shall Servicer will furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of Manager IHOP Inc., IHOP Corp. and any Securitization Entity and/or any Affiliate or Subsidiary under the Transaction Documents as the Indenture Trustee, the Back-Up Manager Rating Agencies or the Control any Series Controlling Party may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Law. Subject to the Disclosure Exceptions law by IHOP Corp., IHOP Inc., and to reasonable requests of confidentiality including as required any Affiliate or imposed by law or by contractSubsidiary thereof, the Manager willServicer, IHOP Holdings and will cause any Securitization Entity. Once during each successive annual period commencing on the Closing Date, the Servicer, IHOP Inc., IHOP Corp. and each Securitization Entity toand/or any Affiliate or Subsidiary shall allow the Indenture Trustee, permit, at reasonable times upon reasonable notice, the Control each Series Controlling Party (that is not an Aggregate Controlling Party, the Back-Up Manager, the Controlling Class Representative ) and the Trustee or any Person appointed by any of them as (in each case, at the expense of the Servicer; provided, however, that in the case of a Series Controlling Party or its agent appointee, such expense shall not exceed a reasonable amount to visit be agreed upon between the Servicer and inspect any of its propertiesthe relevant Series Controlling Party prior thereto), examine access to its books of account (as well as those pertaining to the Securitization Entities) and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants)upon reasonable notice, and up to one such visit and inspection by each of permit the Control Party, the Controlling Class Representative, the Back-Up Manager and the Indenture Trustee, or each Series Controlling Party (that is not an Aggregate Controlling Party) and any Person appointed by any of them shall be reimbursable as a Securitization Operating Expense per calendar yearto discuss its affairs, finances and accounts with any additional visit or inspection by any such Person being at such Person’s sole cost of its officers, directors and expenseother representatives, to discuss its affairs, finances and accounts with its independent public accountants and to inspect the Serviced Assets and all records related thereto (and to make extracts and copies thereof); provided, however further, that during each Series Controlling Party shall be allowed additional access upon reasonable notice at the continuance expense of a Warm Back-Up Management Trigger Eventsuch Series Controlling Party, a Rapid Amortization Event, or at the expense of the Servicer upon the occurrence of a Default, or an Event of Default, Default or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure ExceptionServicer Termination Event.

Additional Information; Access to Books and Records. The Manager Servicer shall furnish from time to time such additional information regarding the Indenture Collateral or compliance with the covenants and other agreements of Manager Xxxxxxxx’x International and any Securitization Entity and/or any Affiliate or Subsidiary under the Transaction Documents as the Indenture Trustee, the Back-Up Manager Rating Agencies or the Control Party any Insurer may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable Requirements of Law. Subject to the Disclosure Exceptions law by Xxxxxxxx’x International, and to reasonable requests of confidentiality including as required any Affiliate or imposed by law or by contractSubsidiary thereof, the Manager willServicer, Applebee’s Holdings LLC and will cause any Securitization Entity. Once during each successive annual period commencing on the Closing Date, the Servicer, Xxxxxxxx’x International and each Securitization Entity toand/or any Affiliate or Subsidiary shall allow the Indenture Trustee, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up Manager, the each Series Controlling Class Representative Party and the Trustee or any Person appointed by any of them as (in each case, at the expense of the Servicer; provided, however, that in the case of a Series Controlling Party or its agent appointee, such expense shall not exceed a reasonable amount to visit be agreed upon between the Servicer and inspect any of its propertiesthe relevant Series Controlling Party prior thereto), examine access to its books of account (as well as those pertaining to the Securitization Entities) and records and discuss its affairs with its officersrecords, directorssolely in respect of the business subject to the Securitization Transaction, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants)upon reasonable notice, and up to one such visit and inspection by each of permit the Control Party, the Controlling Class Representative, the Back-Up Manager and the Indenture Trustee, or each Insurer, if any, and any Person appointed by any of them shall be reimbursable as a Securitization Operating Expense per calendar yearto discuss its affairs, finances and accounts with any additional visit or inspection by any such Person being at such Person’s sole cost of its officers, directors and expenseother representatives, to discuss its affairs, finances and accounts with its independent public accountants and to inspect the Serviced Assets and all records related thereto (and to make extracts and copies thereof); provided, however further, that during each Series Controlling Party shall be allowed additional access, solely in respect of the continuance business subject to the Securitization Transaction, upon reasonable notice at the expense of a Warm Back-Up Management Trigger Eventsuch Series Controlling Party, a Rapid Amortization Event, or at the expense of the Servicer upon the occurrence of a Default, or an Event of Default, Default or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure ExceptionServicer Termination Event.

Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding the Collateral Managed Assets or compliance with the covenants and other agreements of the Manager and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Control Party Servicer may reasonably request, subject at all times to compliance with the Exchange 1934 Act, the Securities 1933 Act and any other applicable Requirements of Lawlaw. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed by law or by contract, the The Manager willshall, and will shall cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager, the Controlling Class Representative Manager and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection by each of the Control PartyServicer, the Controlling Class Representative, the Back-Up Manager Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, an A-1 Notes Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney-attorney- client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.