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

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser may reasonably request. The Seller will, at the Seller’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the Seller’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 having knowledge of such matters and (ii) 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 other Sold Assets and the Seller Collateral; provided, that the Seller shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request. The Seller will, at the Seller’s expense, at any time during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’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 discussions) having knowledge of such matters matters; provided, that so long as no Termination Event has occurred and is continuing such examinations and visits shall not exceed one (1) per year and (ii) 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 Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that so long as no Termination Event has occurred and is continuing, the Seller shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one (1) such review pursuant audit per year. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (i) and clause (ii) above in above, but the expense of any twelve-month period, unless (x) an Event of Termination has occurred such additional examination or audit shall be borne by the Administrator and is continuing or (y) not the first such review had one or more material adverse findingsSeller.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, at any time during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters matters; provided, that so long as no Termination Event has occurred and is continuing such examinations and visits shall not exceed one (1) per year and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’s expense, upon reasonable prior written notice from the Administrative AgentAdministrator, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator and the Purchaser Agents to conduct conduct, a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that so long as no Termination Event has occurred and is continuing, the Seller Servicer shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one (1) such review pursuant audit per year. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (i) and clause (ii) above in above, but the expense of any twelve-month period, unless (x) an Event of Termination has occurred such additional examination or audit shall be borne by the Administrator and is continuing or (y) not the first such review had one or more material adverse findingsServicer.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request. The Seller will, at the Seller’s expense, during regular business hours with reasonable prior written notice (i) so long as no Termination Event has occurred, not more than once during each fiscal quarter, permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’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 discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Seller’s expense, upon reasonable prior written notice from the Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that the Seller shall only be required to reimburse responsible for the Administrative Agent for only expenses incurred in connection with one (1) such review for any calendar year pursuant to this clause (ii) above in any twelve-month period), unless (x) an so long as no Termination Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingsoccurred.

Furnishing of Information and Inspection of Receivables. The Seller Master Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser may reasonably request. The Seller Master Servicer will, at the SellerMaster Servicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Master Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerMaster 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 Seller Master Servicer (provided that representatives of the Master Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerMaster Servicer’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 the Pool Receivables and Receivables, the other Sold Assets and the Seller Collateral; provided, that the Seller Master Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, period unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, at any time during regular business hours with reasonable with, if a Termination Event has not occurred and is not continuing, no less than 30 days prior written notice (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters matters; provided, that so long as no Termination Event has occurred and is continuing such examinations and visits shall not exceed one (1) per year and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’s expense, upon upon, if a Termination Event has not occurred and is not continuing, no less than 30 days prior written notice from the Administrative AgentAdministrator, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator and the Purchaser Agents to conduct conduct, a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that so long as no Termination Event has occurred and is continuing, the Seller Servicer shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one (1) such review pursuant audit per year. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (i) and clause (ii) above in above, but the expense of any twelve-month period, unless (x) an Event of Termination has occurred such additional examination or audit shall be borne by the Administrator and is continuing or (y) not the first such review had one or more material adverse findingsServicer.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and Receivables, the other Sold Assets and the Seller Collateral; provided, that the Seller Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, period unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingscontinuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, at any time during regular business hours with reasonable at least five days prior written notice (unless a Termination Event exists) from the Administrator (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters matters; provided, that so long as no Termination Event has occurred and is continuing such examinations and visits shall occur no more than once per year and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’s expense, upon at least five days prior written notice (unless a Termination Event exists) from the Administrative AgentAdministrator, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator and the Purchaser Agents to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that so long as no Termination Event exists, the Seller and the Servicer shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one such audit per year; provided, further, that so long as no Termination Event exists, the Administrator and the Purchaser Agents hereby agree to coordinate their visits. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (1i) such review pursuant to and clause (ii) above in above, but the expense of any twelve-month period, unless (x) an Event of Termination has occurred such additional examination or audit shall be borne by the Administrator and is continuing the Purchaser Agents and not the Servicer or (y) the first such review had one or more material adverse findingsSeller.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably requestrequest not otherwise furnished by the Servicer. The Seller will, at the Seller’s expense, at any time during regular business hours hours, with reasonable at least five days’ prior written notice (unless a Termination Event exists) from the Administrator, (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’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 discussions) having knowledge of such matters matters; provided, that so long as no Termination Event has occurred and is continuing such examinations and visits shall occur no more than once per year and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Seller’s expense, upon at least five days’ prior written notice (unless a Termination Event exists) from the Administrative AgentAdministrator, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator and the Purchaser Agents to conduct a review of its the Seller’s books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that so long as no Termination Event exists, the Seller and the Servicer shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one such audit per year; provided, further, that so long as no Termination Event exists, the Administrator and the Purchaser Agents hereby agree to coordinate their visits. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (1i) such review pursuant to and clause (ii) above in above, but the expense of any twelve-month period, unless (x) an Event of Termination has occurred such additional examination or audit shall be borne by the Administrator and is continuing the Purchaser Agents and not the Seller or (y) the first such review had one or more material adverse findingsServicer.

Furnishing of Information and Inspection of Receivables. The Seller Each Borrower will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Each Borrower will, at the Sellersuch Borrower’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller such Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the Sellersuch Borrower’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 such Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Sellersuch Borrower’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 other Sold Assets and the Seller Collateral; provided, that the Seller Borrowers shall be required to reimburse the Administrative Agent for only one (1) such audit/ inspection pursuant to clause (i) above and one (1) such review pursuant to clause (ii) above in each case, in any twelve-month period, unless (x) an Event of Termination Default has occurred and is continuing or (y) a Ratings Event Level II has occurred. Following the first such review had one occurrence of an Event of Default, a Servicer Termination Event or more material adverse findingsa Ratings Event Level II, the Administrative Agent may, at the Borrowers’ expense, appoint a third party to monitor the servicing of the Pool Receivables, including the disposition of Collections received in the Mail-Boxes.

Furnishing of Information and Inspection of Receivables. The Seller Borrower will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent, any Group Agent or any Purchaser Lender may reasonably request. The Seller Borrower will, at the SellerBorrower’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and Collateral in the Seller Collateralpossession or under the control of the Borrower or its Affiliates or agents, (B) visit the offices and properties of the Seller Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerBorrower’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 Borrower (provided that representatives of the Borrower are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerBorrower’s expense, upon reasonable 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 other Sold Assets and the Seller Collateral; provided, that the Seller Borrower shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless (x) an Event of Termination Default has occurred and is continuing or (y) the first such review had one or more material adverse findingscontinuing.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request. The Seller will, at the Seller’s expense, at any time during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, officers or employees or independent public accountants of the Seller (provided that representatives of the Seller are present during such discussions) having knowledge of such matters (each such visit, a “Seller Review”); provided, that so long as no Termination Event has occurred and is continuing such examinations and visits shall not exceed one (1) per year and (ii) 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 Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that so long as no Termination Event has occurred and is continuing, the Seller shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one (1) such review pursuant audit per year. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (i) and clause (ii) above in above, but the expense of any twelve-month period, unless (x) an Event of Termination has occurred such additional examination or audit shall be borne by the Administrator and is continuing or (y) not the first such review had one or more material adverse findingsSeller.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller 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 Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or the other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) upon execution of a confidentiality agreement, discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Collateral, or the SellerServicer’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 the Seller Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and Receivables, the other Sold Assets Assets, and the Seller Collateral; provided, that the Seller Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, period unless (x) an Event of Termination has occurred and is continuing continuing; 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 first Receivables generated thereunder, the disclosure of which is precluded by the applicable terms of such review had one 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 Servicer shall provide the Administrative Agent with such information reasonably requested with respect to any such Contract (which may be redacted versions of or more material adverse findingsexcerpts of any Contract) to the extent needed for the Administrative Agent to enforce such Contract against the applicable Obligor.

Furnishing of Information and Inspection of Receivables. The Seller Such Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral Monetized Receivables as the Administrative Administrator or such Group Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller Such Servicer will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at such Servicer’s expense, permit the Administrative Agent and each Purchaser Administrator or any Group Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller each Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Pool Assets, the Seller Collateral Monetized Receivables and Related Monetized Assets or the Sellereach 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 Seller each Servicer (provided that representatives of each Servicer are present during such discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Group Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralMonetized Receivables; provided, however, that the Seller no Servicer shall be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 1(e) of this Exhibit IV, more than three (x3) an times per year (commencing upon and including the Closing Date) during such time that no Event of Termination Default has occurred and is continuing and no Servicer shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) above (together with any examination or visit pursuant to Section 1(e)(i) of this Exhibit IV) per year (commencing upon and including the first Closing Date) during such review had one or more material adverse findingstime that no Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, at any time during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the SellerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, officers or employees or independent public accountants of the Seller Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters (each such visit, a “Servicer Review”); provided, that so long as no Termination Event has occurred and is continuing such examinations and visits shall not exceed one (1) per year and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’s expense, upon reasonable prior written notice from the Administrative AgentAdministrator, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator and the Purchaser Agents to conduct conduct, a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that so long as no Termination Event has occurred and is continuing, the Seller Servicer shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one (1) such review pursuant audit per year. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (i) and clause (ii) above in above, but the expense of any twelve-month period, unless (x) an Event of Termination has occurred such additional examination or audit shall be borne by the Administrator and is continuing or (y) not the first such review had one or more material adverse findingsServicer.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Lender from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and other Sold Assets and the Seller Collateral; provided, that the Seller Servicer shall be required to reimburse the Administrative Agent for only one (1) such audit/ inspection pursuant to clause (i) above and one (1) such review pursuant to clause (ii) above above, in each case, in any twelve-month period, period unless (x) an Event of Termination Default has occurred and is continuing or (y) a Ratings Event Level II has occurred. Following the first such review had one occurrence of an Event of Default, a Servicer Termination Event or more material adverse findingsa Ratings Event Level II, the Administrative Agent may, at the Servicer’s expense, appoint a third party to monitor the servicing of the Pool Receivables, including the disposition of Collections received in the Mail-Boxes.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and other Sold Assets and the Seller Collateral; provided, that the Seller Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (i) above in any twelve-month period and only one (1) such review pursuant to clause (ii) above in any twelve-month period, in each case unless (x) an Event of Termination Default has occurred and is continuing as a result of any action or inaction on the part of the Servicer or any breach of any representation, warranty, covenant or agreement by the Servicer. If in connection with any audit or review conducted in accordance with clause (i) or (yii) above, the first such review had Administrative Agent or any Purchaser discover any other material deviations in the computation or reporting of the Contractual Dilution Accrual, Deemed Collection or the Dilution Ratio, then in either case, the Issuer shall either (A) promptly consent to an amendment of this Agreement or any other Transaction Document reasonably requested by the Administrative Agent or any Purchaser, amending one or more material adverse findingsof (I) the definition of Contractual Dilution Accrual, Deemed Collection, the Dilution Ratio or Net Receivables Pool Balance, (II) the Dilution Ratio threshold set forth in Section 10.01, (III) Sections 8.01(y), 8.02(n) and 8.02(o) of this Agreement or (IV) such other definitions included in, and provisions of, this Agreement or any other Transaction Document that are reasonably requested by the Administrative Agent or any Purchaser or (B) promptly repay in full the Note Balance of each Purchaser’s Note and consent to the deemed occurrence of the Maturity Date under this Agreement on such date selected by the Administrative Agent, in its sole discretion, which date shall be no early than 10 Business Days following receipt by the Issuer of notice thereof from the Administrative Agent.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request. The Seller will, at the Seller’s expense, at any time and from time to time during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’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 discussions) having knowledge of such matters matters; provided that the Seller shall be required to reimburse the Administrator and Purchaser Agents for only one (1) such examination and visit per year, unless a Termination Event has occurred and is continuing and (ii) 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 Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, provided that the Seller shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one (1) such review pursuant to clause (ii) above in any twelve-month periodaudit per year, unless (x) an a Termination Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingscontinuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Support Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable with, unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, five (5) Business Days prior written notice notice, (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller CollateralSupport Assets, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Support Assets or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and other Sold Assets and the Seller CollateralSupport Assets; provided, that unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, (A) the Seller Servicer shall be required to reimburse the Administrative Agent for reasonable documented out-of-pocket costs and expenses for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless calendar year and (xB) the Administrative Agent and the Group Agents hereby agree to coordinate their audits and inspections. Following the occurrence of an Event of Termination has occurred or Non-Reinvestment Event, the Administrative Agent may appoint a third party to monitor the servicing of the Pool Receivables, including the disposition of Collections received in the Collection Accounts. Upon the request of the Majority Group Agents, following the Majority Group Agents review of the results of an audit described in this Section, the Servicer agrees to review the findings set forth in such audit report with the Administrative Agent and is continuing or (y) the first such review had one or more each Group Agent and will work in good faith to promptly remediate any material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Lender from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Servicer will, (i) at the SellerServicer’s expense, during regular business hours with reasonable prior written notice (i) notice, permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present or have the opportunity to be present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’s expense, upon reasonable 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 the Seller Collateral; provided, that the Seller Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, period unless (x) an Event of Termination Default has occurred and is continuing or continuing. Prior to the occurrence of an Event of Default, the Administrative Agent, each Lender and their agents and representatives shall make reasonable efforts to provide at least fifteen (y15) the first days’ prior written notice of such review had one or more material adverse findingsaudits, visits and inspections conducted under this Section 8.02(f), and such visits shall be combined.

Furnishing of Information and Inspection of Receivables. The Seller Master Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Lease Receivables, the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser may reasonably request. The Seller Master Servicer will, at the SellerMaster Servicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Lease Receivables, the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Master Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Lease Receivables, the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerMaster Servicer’s performance hereunder or under the other Transaction Facility Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Seller Master Servicer having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerMaster Servicer’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 the Lease Receivables, the Pool Receivables and Receivables, the other Sold Assets and the Seller Collateral; provided, that the Seller Master Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, period unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Lease Receivables, the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser may reasonably request. The Seller will, at the Seller’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Lease Receivables, the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller for the purpose of examining such books and records and (C) discuss matters relating to the Lease Receivables, the Pool Receivables, the other Sold Assets, the Seller Collateral or the Seller’s performance hereunder or under the other Transaction Facility Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Seller having knowledge of such matters and (ii) 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 Lease Receivables, Pool Receivables and other Sold Assets and the Seller Collateral; provided, that the Seller shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller Borrower will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Borrower will, at the SellerBorrower’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerBorrower’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 Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerBorrower’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 other Sold Assets and the Seller Collateral; provided, that so long as no Event of Default has occurred and is continuing, the Seller Borrower shall be required to reimburse the Administrative Agent for only not more than one (1) such review (or, if an Unmatured Event of Default has occurred and is continuing or if Holdings III does not have long-term credit ratings of “B2” or better by Mxxxx’x and “B” or better by S&P, then two (2) such reviews) pursuant to clause (ii) above in any twelve-month period; provided, unless that, for the avoidance of doubt, the Administrative Agent may conduct additional reviews pursuant to clause (xii) an Event of Termination has occurred above from time to time in its discretion and is continuing or (y) the first such review had one or more material adverse findingsat its own expense.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller will, at the Seller’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the Seller’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 having knowledge of such matters and (ii) 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 other Sold Assets and the Seller Collateral; provided, that the Seller shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingscontinuing.

Furnishing of Information and Inspection of Receivables. The Seller Borrower will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Borrower will, at the SellerBorrower’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerBorrower’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 Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerBorrower’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 other Sold Assets and the Seller Collateral; provided, that so long as no Event of Default has occurred and is continuing, the Seller Borrower shall be required to reimburse the Administrative Agent for only not more than one (1) such review (or, if an Unmatured Event of Default has occurred and is continuing or if Holdings III does not have long-term credit ratings of “B2” or better by Xxxxx’x and “B” or better by S&P, then two (2) such reviews) pursuant to clause (ii) above in any twelve-month period; provided, unless that, for the avoidance of doubt, the Administrative Agent may conduct additional reviews pursuant to clause (xii) an Event of Termination has occurred above from time to time in its discretion and is continuing or (y) the first such review had one or more material adverse findingsat its own expense.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Agent, the LC Bank and each Purchaser Lender from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent Agent, the LC Bank or any Purchaser Lender may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent Agent, the LC Bank and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer (provided that a representative of the Servicer is present during such discussions) having knowledge of such matters and matters, (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and other Sold Assets Collateral and (iii) without limiting the Seller Collateralprovisions of clause (i) and clause (ii) above, in the Administrative Agent’s sole discretion, at the Servicer’s expense, permit certified public accountants or other auditors or service providers acceptable to the Administrative Agent to perform agreed upon procedures on each Information Package, Interim Report and Liquidity Report; provided, that the Seller Servicer shall be required to reimburse the Administrative Agent for only one two (12) such review reviews pursuant to clause (ii) above in any twelve-month period, period unless (x) an Event of Termination Default has occurred and is continuing and; provided, further, that any site visit or (yreview pursuant to Section 8.01(g) the first such shall be deemed a site visit or review had one or more material adverse findingsunder this subsection.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably requestrequest except to the extent prohibited by applicable law or licenses. The Seller will, at the Seller’s expense, at any time and from time to time during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’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 discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, however, that the Seller shall not be required obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, more than two times per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing and the Seller shall not be obligated to pay or reimburse any Person for the Administrative Agent for only expenses of more than one (1) such review examination or visit pursuant to clause (ii) above in any twelve-month period, unless per year (xcommencing upon and including the Closing Date) an during such time that no Termination Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingscontinuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and Receivables, the other Sold Assets and the Seller Collateral; provided, that prior to the occurrence and continuance of an Event of Termination, only one (1) such review per calendar year shall be conducted and the Seller shall only be required to reimburse the Company and the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingsper calendar year.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Support Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable with, unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, five (5) Business Days prior written notice notice, (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller CollateralSupport Assets, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Support Assets or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and other Sold Assets and the Seller CollateralSupport Assets; provided, that unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, (A) the Seller Servicer shall be required to reimburse the Administrative Agent for reasonable documented out-of-pocket costs and expenses for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless calendar year and (xB) the Administrative Agent and the Group Agents hereby agree to coordinate their audits and inspections. Following the occurrence of an Event of Termination has occurred or Non-Reinvestment Event, the Administrative Agent may appoint a third party to monitor the servicing of the Pool Receivables, including the disposition of Collections received in the Collection Accounts. Upon the request of the Administrative Agent and is continuing or (y) the first Majority Group Agents, following the Administrative Agent’s and the Majority Group Agents’ review of the results of an audit described in this Section, the Servicer agrees to review the findings set forth in such review had one or more audit report with the Administrative Agent and each Group Agent and will work in good faith to promptly remediate any material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller Servicer will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at the Servicer’s expense, permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, however, that the Seller Servicer shall not be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 1(e) of this Exhibit IV, more than three times per year (xcommencing upon and including the Closing Date) an during such time that no Termination Event of Termination has occurred and is continuing and the Servicer shall not be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) above (together with any examination or visit pursuant to Section 1(e)(i) of this Exhibit IV) per year (commencing upon and including the first Closing Date) during such review had one or more material adverse findingstime that no Termination Event has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’s expense, at any time upon prior written notice from the Administrative Agent, and no less frequently than annually, 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 Receivables, the other Sold Assets and the Seller Collateral; provided, that the Seller Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, period unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingscontinuing.

Furnishing of Information and Inspection of Receivables. The Seller 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 Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral Monetized Receivables as the Administrative Administrator or such Group Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller Such Borrower will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at such Borrower’s expense, permit the Administrative Agent and each Purchaser Administrator or any Group Agent, or their respective agents or representatives to representatives, (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 Xxxxxxxxx Assets and the Seller Collateral, (B) to visit the offices and properties of the Seller such Borrower for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Pool Assets, the Seller Collateral Monetized Receivables and Related Monetized Assets or the Sellersuch Xxxxxxxx’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 such Borrower (provided that representatives of such Borrower are present during such discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Group Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralMonetized Receivables; provided, however, that the Seller such Borrower shall not be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 2(e) of this Exhibit IV, more than three times per year (xcommencing upon and including the Closing Date) an during such time that no Event of Termination Default has occurred and is continuing and such Borrower shall not be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) above (together with any examination or visit pursuant to Section 2(e)(i) of this Exhibit IV) per year (commencing upon and including the first Closing Date) during such review had one or more material adverse findingstime that no Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Seller Such Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral Monetized Receivables as the Administrative Administrator or such Group Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller Such Servicer will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at such Servicer’s expense, permit the Administrative Agent and each Purchaser Administrator or any Group Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller each Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Pool Assets, the Seller Collateral Monetized Receivables and Related Monetized Assets or the Sellereach 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 Seller each Servicer (provided that representatives of each Servicer are present during such discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Group Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralMonetized Receivables; provided, however, that the Seller no Servicer shall be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 1(e) of this Exhibit IV, more than three (x3) an times per year (commencing upon and including the Closing Date) during such time that no Event of Termination Default has occurred and is continuing and no Servicer shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) the first such review had one above (together with any examination or more material adverse findings.visit pursuant to Section 1(e)(i) of this Exhibit

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished Furnish to the Administrative Agent Company, the Administrator and each the Purchaser Agents from time to time such information with respect to the Pool Sold Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent Company, the Administrator or any Purchaser Agent may reasonably request. The Seller Such Originator will, at the Sellersuch Originator’s expense, at any time during regular business hours hours, with reasonable at least five days’ prior written notice (unless a Purchase and Sale Termination Event with respect to such Originator has occurred or a Termination Event exists) from the Company or the Administrator, (i) permit the Administrative Agent and each Company, the Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Pool Sold Receivables or other Sold Assets by it hereunder and the Seller Collateral, (B) to visit the offices and properties of the Seller such Originator for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Sold Receivables, the other Sold Assets, the Seller Collateral Related Rights with respect thereto or the SellerOriginator’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 Targa (provided that representatives of the Seller Targa are present during such discussions) having knowledge of such matters matters; provided, that so long as a Purchase and Sale Termination Event with respect to such Originator has not occurred and no Termination Event has occurred and is continuing such examinations and visits shall occur no more than once per year and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Sellersuch Originator’s expense, upon at least five days’ prior written notice (unless a Purchase and Sale Termination Event with respect to such Originator has occurred or a Termination Event exists) from the Administrative AgentCompany or the Administrator, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator and the Purchaser Agents to conduct a review of its such Originator’s books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, that the Seller so long as a Purchase and Sale Termination Event with respect to such Originator has occurred and no Termination Event exists, such Originator shall be required to reimburse the Administrative Agent Company, the Administrator and the Purchaser Agents for only one such audit per year; provided, further, that so long as no Purchase and Sale Termination Event with respect to such Originator has occurred and no Termination Event exists, the Administrator and the Purchaser Agents hereby agree to coordinate their visits. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (1i) such review pursuant to and clause (ii) above in above, but the expense of any twelve-month period, unless (x) an Event of Termination has occurred such additional examination or audit shall be borne by the Administrator and is continuing or (y) the first Purchaser Agents and not such review had one or more material adverse findingsOriginator.

Furnishing of Information and Inspection of Receivables. The Seller Borrower will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Borrower will, at the SellerBorrower’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerBorrower’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 Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerBorrower’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 other Sold Assets and the Seller Collateral; provided, that so long as no Event of Default has occurred and is continuing, the Seller Borrower shall be required to reimburse the Administrative Agent for only not more than one (1) such review (or, if an Unmatured Event of Default has occurred and is continuing or if, prior to the occurrence of a Permitted Acquisition, Holdings III, and on or after the occurrence of a Permitted Acquisition, Xylem, does not have long-term credit ratings of “B2” or better by Xxxxx’x and “B” or better by S&P, then two (2) such reviews) pursuant to clause (ii) above in any twelve-month period; provided, unless that, for the avoidance of doubt, the Administrative Agent may conduct additional reviews pursuant to clause (xii) an Event of Termination has occurred above from time to time in its discretion and is continuing or (y) the first such review had one or more material adverse findingsat its own expense.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Lender from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and other Sold Assets and the Seller Collateral; provided, that so long as no Event of Default has occurred and is continuing, the Seller Borrower shall be required to reimburse the Administrative Agent for only not more than one (1) such review (or, if an Unmatured Event of Default has occurred and is continuing or if Holdings III does not have long-term credit ratings of “B2” or better by Mxxxx’x and “B” or better by S&P, then two (2) such reviews) pursuant to clause (ii) above in any twelve-month period; provided, unless that, for the avoidance of doubt, the Administrative Agent may conduct additional reviews pursuant to clause (xii) an Event of Termination has occurred above from time to time in its discretion and is continuing or (y) the first such review had one or more material adverse findingsat its own expense.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Supporting Assets and the Seller Collateral as the Administrative Agent or any Purchaser may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent (together with and joining in the same visitation, each Purchaser or their respective agents or representatives representatives) to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets Supporting Assets, as reasonably necessary to monitor the Seller’s and performance hereunder and the Seller Collateralother Transaction Documents, (B) visit the offices and properties of the Seller and the Servicer for the purpose of examining such books and records as reasonably necessary to monitor the Seller’s and the Servicer’s performance hereunder and the other Transaction Documents, and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Supporting Assets or the Seller’s and the 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 Seller and the Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters matters, and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and other Sold Assets and the Seller CollateralSupporting Assets; provided, that the Seller Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, period unless (x) an Event of Termination Default or Potential Default has occurred and is continuing or (ycontinuing. The inspection rights under this Section 7.02(f) shall be conducted concurrently with similar inspection rights under the first such review had one or more material adverse findingsTransfer Agreement to inspect the Originators.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished will, to the Administrative Agent extent it is in possession thereof or can reasonably obtain it, furnish to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at the Seller’s expense, permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’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 discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, however, that the Seller shall not be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 2(e) of this Exhibit IV, more than three times per year (xcommencing upon and including the Closing Date) an during such time that no Termination Event of Termination has occurred and is continuing and the Seller shall not be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) above (together with any examination or visit pursuant to Section 2(e)(i) of this Exhibit IV) per year (commencing upon and including the first Closing Date) during such review had one or more material adverse findingstime that no Termination Event has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished Borrower will, to the Administrative Agent extent it is in possession thereof or can reasonably obtain it, furnish to the Administrator and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Group Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller Borrower will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at the Borrower’s expense, permit the Administrative Agent and each Purchaser Administrator or any Group Agent, or their respective agents or representatives to representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Pool Receivables or and other Sold Pool Assets and the Seller Collateral, (B) to visit the offices and properties of the Seller Borrower for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the SellerBorrower’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 Borrower (provided that representatives of the Borrower are present during such discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Group Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, however, that the Seller Borrower shall not be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 2(e) of this Exhibit IV, more than three times per year (xcommencing upon and including the Closing Date) an during such time that no Event of Termination Default has occurred and is continuing and the Borrower shall not be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) above (together with any examination or visit pursuant to Section 2(e)(i) of this Exhibit IV) per year (commencing upon and including the first Closing Date) during such review had one or more material adverse findingstime that no Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller will, at the Seller’s expense, during regular business hours with reasonable with, unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, five (5) Business Days prior written notice (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or Receivables, the other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the Seller’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 having knowledge of such matters and (ii) 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, the other Sold Assets and the Seller Collateral; provided, that unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, (A) the Seller shall be required to reimburse the Administrative Agent for reasonable documented out-of-pocket costs and expenses for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless calendar year and (xB) the Administrative Agent and the Group Agents hereby agree to coordinate their audits and inspections. Following the occurrence of an Event of Termination has occurred or Non-Reinvestment Event, the Administrative Agent may appoint a third party to monitor the servicing of the Pool Receivables, including the disposition of Collections received in the Collection Accounts. Upon the request of the Administrative Agent and is continuing or (y) the first Majority Group Agents, following the Administrative Agent’s and the Majority Group Agents’ review of the results of an audit described in this Section, the Seller agrees to review the findings set forth in such review had one or more audit report with the Administrative Agent and each Group Agent and will work in good faith to promptly remediate any material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser may reasonably request; provided, that this clause (h) shall not obligate the Seller to deliver Monthly Reports and Weekly Reports (if any) more frequently than as set forth in clause (d) above. The Seller will, at the Seller’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the Seller’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 having knowledge of such matters and (ii) 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 other Sold Assets and the Seller Collateral; provided, that the Seller shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above and any other similar clause in any Transaction Document in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent Administrator, the LC Bank and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator, the LC Bank or such Purchaser Agent or any Purchaser may reasonably request. The Seller will, at the Seller’s expense, at any time and from time to time during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Administrator, the LC Bank or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’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 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 (ii) 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 Administrative AgentAdministrator, the LC Bank and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, provided that the Seller shall be required to reimburse the Administrative Agent Administrator and Purchaser Agents for only one two (12) such review pursuant to clause (ii) above audits per year, in any twelve-month period, either case unless (x) an a Termination Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingscontinuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser Lender from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerServicer’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 the Pool Receivables and other Sold Assets and the Seller Collateral; provided, that so long as no Event of Default has occurred and is continuing, the Seller Borrower shall be required to reimburse the Administrative Agent for only not more than one (1) such review (or, if an Unmatured Event of Default has occurred and is continuing or if Holdings III does not have long-term credit ratings of “B2” or better by Xxxxx’x and “B” or better by S&P, then two (2) such reviews) pursuant to clause (ii) above in any twelve-month period; provided, unless that, for the avoidance of doubt, the Administrative Agent may conduct additional reviews pursuant to clause (xii) an Event of Termination has occurred above from time to time in its discretion and is continuing or (y) the first such review had one or more material adverse findingsat its own expense.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller Servicer will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at the Servicer's expense, permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’s 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 Seller Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, however, that the Seller Servicer shall not be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 1(e) of this Exhibit IV, more than three times per year (xcommencing upon and including the Closing Date) an during such time that no Termination Event of Termination has occurred and is continuing and the Servicer shall not be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) above (together with any examination or visit pursuant to Section 1(e)(i) of this Exhibit IV) per year (commencing upon and including the first Closing Date) during such review had one or more material adverse findingstime that no Termination Event has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Seller Borrower will furnish or cause to be furnished to the Administrative Agent and each Purchaser Lender from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Lender may reasonably request. The Seller Borrower will, (i) at the SellerBorrower’s expense, during regular business hours with reasonable prior written notice (i) notice, permit the Administrative Agent and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerBorrower’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 Borrower (provided that representatives of the Borrower are present or have the opportunity to be present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerBorrower’s expense, upon reasonable 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 the Seller Collateral; provided, that the Seller Borrower shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless (x) an Event of Termination Default has occurred and is continuing or continuing. Prior to the occurrence of an Event of Default, the Administrative Agent, each Lender and their agents and representatives shall make reasonable efforts to provide at least fifteen (y15) the first days’ prior written notice of such review had one or more material adverse findingsaudits, visits and inspections conducted under this Section 8.01(g), and such visits shall be combined.

Furnishing of Information and Inspection of Receivables. The Seller Master Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser may reasonably request; provided, that this clause (f) shall not obligate the Master Servicer to deliver Monthly Reports and Weekly Reports (if any) more frequently than as set forth in clause(b) above. The Seller Master Servicer will, at the SellerMaster Servicer’s expense, during regular business hours with reasonable prior written notice notice, (i) permit the Administrative Agent and each Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Master Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerMaster 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 Seller Master Servicer having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerMaster Servicer’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 the Pool Receivables and Receivables, the other Sold Assets and the Seller Collateral; provided, that the Seller Master Servicer shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above and any other similar clause in any Transaction Document in any twelve-month period, period unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Group Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller Servicer will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at the Servicer’s expense, permit the Administrative Agent and each Purchaser Administrator or any Group Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Group Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, however, that the Seller Servicer shall not be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 1(e) of this Exhibit IV, more than three (x3) an times per year (commencing upon and including the Closing Date) during such time that no Event of Termination Default has occurred and is continuing and the Servicer shall not be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) above (together with any examination or visit pursuant to Section 1(e)(i) of this Exhibit IV) per year (commencing upon and including the first Closing Date) during such review had one or more material adverse findingstime that no Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished will, to the Administrative Agent extent it is in possession thereof or can reasonably obtain it, furnish to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or licenses. The Seller will, at the Seller’s expense, any time and from time to time during regular business hours with reasonable prior written notice notice, subject to Section 6.7, (i) at the Seller's expense, permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the Seller’s '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 discussions) having knowledge of such matters and (ii) 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 Administrative AgentAdministrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator to conduct a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, however, that the Seller shall not be required obligated to reimburse the Administrative Agent for only one permit such examinations, visits or reviews under clauses (1i) such review pursuant to clause and (ii) above in above, together with any twelve-month periodexaminations, unless visits or reviews pursuant to Section 2(e) of this Exhibit IV, more than three times per year (xcommencing upon and including the Closing Date) an during such time that no Termination Event of Termination has occurred and is continuing and the Seller shall not be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (yi) above (together with any examination or visit pursuant to Section 2(e)(i) of this Exhibit IV) per year (commencing upon and including the first Closing Date) during such review had one or more material adverse findingstime that no Termination Event has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Seller Borrower will furnish or cause to be furnished to the Administrative Agent Agent, the LC Bank and each Purchaser Lender from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent Agent, the LC Bank or any Purchaser Lender may reasonably request. The Seller Borrower will, at the SellerBorrower’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent Agent, the LC Bank and each Purchaser Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the SellerBorrower’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 Borrower (provided that a representative of the Servicer is present during such discussions) having knowledge of such matters and matters, (ii) without limiting the provisions of clause (i) above, during regular business hours, at the SellerBorrower’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 other Sold Assets Collateral and (iii) without limiting the Seller Collateralprovisions of clause (i) and clause (ii) above, in the Administrative Agent’s sole discretion, at the Borrower’s expense, permit certified public accountants or other auditors or service providers acceptable to the Administrative Agent to perform agreed upon procedures on each Information Package, Interim Report and Liquidity Report; provided, that the Seller Borrower shall be required to reimburse the Administrative Agent for only one two (12) such review reviews pursuant to clause (ii) above in any twelve-month period, unless (x) an Event of Termination Default has occurred and is continuing continuing; and provided, further, that any site visit or (yreview pursuant to Section 8.02(f) the first such shall be deemed a site visit or review had one or more material adverse findingsunder this subsection.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrative Agent Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Administrator or such Purchaser Agent or any Purchaser may reasonably request, except to the extent prohibited by applicable law or license. The Seller Servicer will, at the SellerServicer’s expense, at any time and from time to time during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Administrator or any Purchaser Agent, or their respective agents or representatives to representatives, (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 the Seller Collateral, (B) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records records, and (C) to discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral Pool Assets or the SellerServicer’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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Seller’s expense, upon reasonable prior written notice from the Administrative AgentAdministrator, permit certified public accountants or other auditors acceptable to the Administrative Agent Administrator and the Purchaser Agents to conduct conduct, a review of its books and records with respect to such the Pool Receivables and other Sold Assets and the Seller CollateralReceivables; provided, however, that the Seller Servicer shall not be required obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, more than two times per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing and the Servicer shall not be obligated to pay or reimburse any Person for the Administrative Agent for only expenses of more than one (1) such review examination or visit pursuant to clause (ii) above in any twelve-month period, unless per year (xcommencing upon and including the Closing Date) an during such time that no Termination Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingscontinuing.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller will, at the Seller’s expense, during regular business hours with reasonable prior written notice (i) permit the Administrative Agent and each Purchaser Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Seller for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the Seller’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 having knowledge of such matters and (ii) 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 other Sold Assets and the Seller Collateral; provided, that prior to the occurrence and continuance of an Event of Termination, only one (1) such review per calendar year shall be conducted and the Seller shall be required to reimburse the Company and the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findingsper calendar year.