Common use of Access; Inspection Clause in Contracts

Access; Inspection. The Seller shall permit the Purchaser, at the Seller's expense, to make or cause to be made inspections and audits of any books, records and papers of the Seller and to make extracts therefrom and copies thereof, or to make inspections and examinations of any properties and facilities of the Seller, including ongoing inspections of the Vehicles which are in the Seller's possession or under its control, from time to time as required in order to assure that the Seller is and will be in compliance with its obligations under this Agreement and the Related Documents; PROVIDED, that unless a Servicer Termination Event has occurred and is continuing, or the Purchaser has reason to believe that a Servicer Termination Event is imminent (x) such audits shall be upon reasonable notice and shall be conducted during normal business hours and (y) no more than four (4) full audits per calendar year shall be made at the Seller's expense, which audits shall be conducted by FSA who shall provide the Administrative Agent, SPARC and the Secondary Purchaser with written notice at least five (5) Business Days prior ro conducting any such audit and the opportunity to accompany FSA on such audit. Notwithstanding the preceding sentence, the Seller shall only be liable to the Purchaser for the actual out-of-pocket expenses incurred by the Purchaser in connection with such inspections and audits. The Seller shall, upon reasonable notice and during normal business hours, make available its officers, directors, employees, representatives, agents and accountants to discuss with the Purchaser all financial statements and other information relating to the Seller, the Receivables or the Leased Vehicles and shall deliver any document or instrument necessary for the Purchaser as it may from time to time request, to obtain records from any service bureau or other Person which maintains records for the Seller. Representatives of other Affected Parties may accompany the Purchaser's representatives on regularly scheduled audits at no charge to the Seller.

Access; Inspection. The Seller Servicer shall permit the PurchaserAdministrative Agent, the Purchaser and FSA, at the SellerServicer's expense, to make or cause to be made inspections and audits of any books, records and papers of the Seller Servicer and to make extracts therefrom and copies thereof, or to make inspections and examinations of any properties and facilities of the SellerServicer, including ongoing inspections of the Vehicles which are in the SellerServicer's possession or under its control, from time to time as required in order to assure that the Seller Servicer is and will be in compliance with its obligations under this Agreement and the Related Documents; PROVIDED, that unless a Servicer Termination Event has occurred and is continuing, or the Administrative Agent, the Purchaser or FSA has reason to believe that a Servicer Termination Event is imminent (x) such audits shall be upon reasonable notice and shall be conducted during normal business hours and (y) no more than four (4) full audits per calendar year shall be made at the SellerServicer's expense, which audits shall be conducted by FSA who shall provide the Administrative Agent, SPARC Agent and the Secondary Purchaser with written notice at least five (5) 5 Business Days prior ro to conducting any such audit and the opportunity to accompany FSA on such audit. Notwithstanding the preceding sentence, the Seller Servicer shall only be liable to the Administrative Agent, the Purchaser and FSA for the actual reasonable out-of-pocket expenses incurred by the Administrative Agent, the Purchaser or FSA in connection with such inspections and audits. The Seller Servicer shall, upon reasonable notice and during normal business hours, make available its officers, directors, employees, representatives, agents and accountants to discuss with the Administrative Agent, the Purchaser and FSA all financial statements and other information relating to the Seller, the Receivables Servicer or the Leased Vehicles Purchased Receivables and shall deliver any document or instrument necessary for the Administrative Agent, the Purchaser and FSA as it they may from time to time request, to obtain records from any service bureau or other Person which maintains records for the SellerServicer. Representatives of other Affected Parties may accompany the Administrative Agent's or the Purchaser's representatives on regularly scheduled audits at no charge to the Servicer or the Seller.

Access; Inspection. The Seller shall permit the PurchaserAdministrative Agent, the Purchaser and FSA, at the Seller's expense, to make or cause to be made inspections and audits of any books, records and papers of the Seller and to make extracts therefrom and copies thereof, or to make inspections and examinations of any properties and facilities of the Seller, including ongoing inspections of the Vehicles which are in the Seller's possession or under its control, from time to time as required in order to assure that the Seller is and will be in compliance with its obligations under this Agreement and the Related Documents; PROVIDED, that unless a Servicer Termination Event has occurred and is continuing, or the Administrative Agent, the Purchaser or FSA has reason to believe that a Servicer Termination Event is imminent imminent, (x) such audits shall be upon reasonable notice and shall be conducted during normal business hours and (y) no more than four (4) full audits per calendar year shall be made at the Seller's expense, which audits shall be conducted by FSA who shall provide the Administrative Agent, SPARC Agent and the Secondary Purchaser with written notice at least five (5) 5 Business Days prior ro to conducting any such audit and the opportunity to accompany FSA on such audit. Notwithstanding the preceding sentence, the Seller shall only be liable to the Administrative Agent, the Purchaser and FSA for the actual reasonable out-of-of- pocket expenses incurred by the Administrative Agent, the Purchaser or FSA in connection with such inspections and audits. The Seller shall, upon reasonable notice and during normal business hours, make available its officers, directors, employees, representatives, agents and accountants to discuss with the Administrative Agent, the Purchaser and FSA all financial statements and other information relating to the Seller, the Receivables Seller or the Leased Vehicles Purchased Receivables and shall deliver any document or instrument necessary for the Administrative Agent, the Purchaser and FSA, as it they may from time to time request, to obtain records from any service bureau or other Person which maintains records for the Seller. Representatives of other Affected Parties may may, at their own expense, accompany Administrative Agent's or the Purchaser's representatives on regularly scheduled audits at no charge to the Seller.

Access; Inspection. The Seller shall permit the PurchaserAdministrative Agent, the Purchaser and FSA, at the Seller's expense, to make or cause to be made inspections and audits of any books, records and papers of the Seller and to make extracts therefrom and copies thereof, or to make inspections and examinations of any properties and facilities of the Seller, including ongoing inspections of the Vehicles which are in the Seller's possession or under its control, from time to time as required in order to assure that the Seller is and will be in compliance with its obligations under this Agreement and the Related Documents; PROVIDED, that unless a Servicer Termination Event has occurred and is continuing, or the Administrative Agent, the Purchaser or FSA has reason to believe that a Servicer Termination Event is imminent imminent, (x) such audits shall be upon reasonable notice and shall be conducted during normal business hours and (y) no more than four (4) full audits per calendar year shall be made at the Seller's expense, which audits shall be conducted by FSA who shall provide the Administrative Agent, SPARC Agent and the Secondary Purchaser with written notice at least five (5) 5 Business Days prior ro to conducting any such audit and the opportunity to accompany FSA on such audit. Notwithstanding the preceding sentence, the Seller shall only be liable to the Administrative Agent, the Purchaser and FSA for the actual reasonable out-of-pocket expenses incurred by the Administrative Agent, the Purchaser or FSA in connection with such inspections and audits. The Seller shall, upon reasonable notice and during normal business hours, make available its officers, directors, employees, representatives, agents and accountants to discuss with the Administrative Agent, the Purchaser and FSA all financial statements and other information relating to the Seller, the Receivables Seller or the Leased Vehicles Purchased Receivables and shall deliver any document or instrument necessary for the Administrative Agent, the Purchaser and FSA, as it they may from time to time request, to obtain records from any service bureau or other Person which maintains records for the Seller. Representatives of other Affected Parties may may, at their own expense, accompany Administrative Agent's or the Purchaser's representatives on regularly scheduled audits at no charge to the Seller.