Certain Administrative Matters Sample Clauses

Certain Administrative Matters. Prior to each Settlement Date, the Administrative Agent (or its designee) will compare the information in electronic format most recently provided to the Administrative Agent (or its designee) by Servicer pursuant to Section 3.06(j)(2) to the Monthly Servicing Report most recently delivered to the Administrative Agent (or its designee) by Servicer pursuant to Section 3.06(j)(1) for the purpose of: a. confirming that such Monthly Servicing Report is complete on its face; and b. verifying the mathematical accuracy (including confirming and validating the settlement amounts in the Monthly Servicing Report against the Receivables level data), to the extent the Administrative Agent (or its designee) is able to do so given the information provided to it by Servicer, of each of the fields on each Monthly Servicing Report. In the event of any discrepancy between the information set forth in subparagraphs (a) or (b) as calculated by Servicer from that determined or calculated by the Administrative Agent (or its designee), the Administrative Agent (or its designee) will report such discrepancy to Servicer and Owner. In the event the Administrative Agent (or its designee) reports a discrepancy as described in the preceding sentence, Servicer, Owner and the Administrative Agent (or its designee) shall use good faith efforts to reconcile such discrepancies prior to the related Settlement Date, but in the absence of a reconciliation, distributions on the related Settlement Date shall be made consistent with the information calculated by the Administrative Agent (or its designee), and Servicer, Owner and the Administrative Agent (or its designee) shall reconcile such discrepancies prior to the next Settlement Date. Notwithstanding the foregoing, the determinations made by the Administrative Agent hereunder shall be dispositive absent manifest error.

Certain Administrative Matters. Seller and Purchaser will each use reasonable efforts to make their respective books and records (including work papers in the possession of their respective accountants) relating to the financial condition, assets, liabilities, results of operations and cash flows of Seller, the Purchased Assets or the Assumed Liabilities prior to the Closing Date, available for inspection by the other party, or by its 16 52 authorized representatives, for reasonable business purposes at all reasonable times during normal business hours, for a six (6) year period after the Closing Date. As used in this Section 6.4, the right of inspection includes the right to make extracts or copies. If Purchaser desires to dispose of or destroy any such books and records regarding the Business following the six year period, it will provide Seller notice of such decision (generally specifying the materials to be so disposed of or destroyed). Within thirty (30) days of the receipt of such notice, Seller may notify Purchaser in writing that it will take possession of such records, at its expense, within ninety (90) days of Purchaser's receipt of the notice from Seller, and Purchaser will permit Seller to take possession of such records. This provision will not apply to any due diligence analyses or working papers prepared for internal use by Purchaser in contemplation of this transaction.

Certain Administrative Matters. In respect of the matters specified on Schedule D, AMG shall take all necessary actions in order to comply with the terms set forth thereon.

Certain Administrative Matters