Access to Servicer and Servicer’s Records. (a) Each of the Borrower and the Servicer shall permit representatives of the Administrative Agent (who may be accompanied by representatives of any requesting Lender) at any time and from time to time as the Administrative Agent shall reasonably request, without unreasonably interfering with such Person’s business and affairs, (x) to inspect and make copies of and abstracts from its records relating to the Collateral Assets, and (y) to visit its properties in connection with the collection, processing or servicing of the Collateral Assets for the purpose of examining such records, and to discuss matters relating to the Collateral Assets or such Person’s performance under this Agreement and the other Loan Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters, in each case other than (I) material and affairs protected by the attorney client privilege and (II) material which such Person may not disclose without violation of any applicable Law. Each of the Borrower and the Servicer agrees to render to the Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided that such assistance shall not interfere in any material respect with the Servicer’s business and operations. So long as no Event of Default or Servicer Default has occurred and is continuing, such visits and inspections shall occur only (i) upon two Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar quarter. During the existence of an Event of Default or a Servicer Default, there shall be no limit on the timing or number of such inspections and no prior notice will be required before any inspection.
Access to Servicer and Servicer’s Records. (a) Each of the Borrower and the Servicer shall permit employees, representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of the properties of the Servicer (subject to reasonable restrictions regarding access to information not related to the Borrower, to examine the foregoing records) to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom other than items protected by attorney-client privilege or that may not be disclosed pursuant to Applicable Law or contractual confidentiality obligations, and to discuss its affairs, finances and accounts with its independent public accountants and Responsible Officers having knowledge of such matters, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Servicer; provided that when an Event of Default exists the Administrative Agent (accompanied by any requesting Lender) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice; provided, further that so long as no Event of USActive 57710049.13-89- Default has occurred and is continuing, (i) such visits and inspections shall occur (A) upon no less than two Business Days’ prior written notice and (B) together with any visits and inspections under Section 6.10, no more than once per fiscal year and (ii) no more than one such visit and inspection (together with any visits and inspections under Section 6.10) shall be at the expense of the Borrower per fiscal year.
Access to Servicer and Servicer’s Records. 131 Section 6.12 The Servicer Not to Resign. 132
