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

Furnishing of Information and Inspection of Receivables. The 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 Supporting Assets as the Administrative Agent or any Purchaser/Lender through the Administrative Agent may reasonably request not otherwise furnished by the SPE. The Servicer will, at the Servicer’s expense, during regular business hours with reasonable prior written notice of at least five (5) Business Days, (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 Supporting Assets, (B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Supporting Assets or 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 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 Servicer’s expense, upon reasonable prior written notice of at least five (5) Business Days 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 the Pool Receivables and other Supporting Assets; provided, that the Servicer shall be required to reimburse the Administrative Agent and any Purchaser/Lender for only one total (1) such review pursuant to clause (i) or clause (ii) above in any twelve-month period unless an Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The 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 Supporting Assets as the Administrative Agent or any Purchaser/Lender through the 127256974\V-8 Administrative Agent may reasonably request not otherwise furnished by the SPErequest. The Servicer will, at the Servicer’s expense, during regular business hours with reasonable prior written notice of at least five (5) Business Daysand in accordance with the Seller’s and the Servicer’s normal security and confidentiality requirements, (i) permit the Administrative Agent and each Purchaser/Lender or their respective its agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Supporting Assets, (B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Supporting Assets or 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 Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters (it being understood that, in the case of any such meetings or advice from such independent accountants, the Servicer shall be deemed to have satisfied its obligations under this Section 7.02(f) to the extent that its has used commercially reasonable efforts to cause its independent accountants to participate in any such meeting) and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon reasonable prior written notice of at least five (5) Business Days from the Administrative Agent, and in accordance with the Seller’s and the Servicer’s normal security and confidentiality requirements, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Pool Receivables and other Supporting Assets; provided, that the Administrative Agent shall not exercise such rights more than two (2) times in any twelve (12) month period and the Servicer shall be required to reimburse the Administrative Agent and any Purchaser/Lender for only one total (1) such review pursuant to clause (i) or clause (ii) above in any twelve-twelve (12) month period unless an Event of Default has occurred and is continuing. The Administrative Agent shall give the Servicer an opportunity to participate in any discussions with the Servicer’s independent public accountants.

Furnishing of Information and Inspection of Receivables. The 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 Supporting Assets Collateral as the Administrative Agent or any Purchaser/Lender through the Administrative Agent may reasonably request not otherwise furnished by the SPErequest. The Servicer will, at the Servicer’s expense, during regular business hours with reasonable prior written notice of at least five (5) Business Daysnotice, (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 Supporting AssetsCollateral, (B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Supporting Assets Collateral or 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 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 Servicer’s expense, upon reasonable prior written notice of at least five (5) Business Days 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 the Pool Receivables and other Supporting AssetsCollateral; provided, that so long as no Event of Default has occurred and is continuing, the Servicer Borrower shall be required to reimburse the Administrative Agent and any Purchaser/Lender for only not more than one total (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 (i) or clause (ii) above in any twelve-month period unless an Event period; provided, that, for the avoidance of Default has occurred doubt, the Administrative Agent may conduct additional reviews pursuant to clause (ii) above from time to time in its discretion and is continuingat its own expense.

Furnishing of Information and Inspection of Receivables. The Servicer 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 Supporting Assets Collateral as the Administrative Agent Agent, the LC Bank or any Purchaser/Lender through the Administrative Agent may reasonably request not otherwise furnished by the SPErequest. The Servicer Borrower will, at the ServicerBorrower’s expense, during regular business hours with reasonable prior written notice of at least five (5) Business Days, (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 Supporting AssetsCollateral, (B) visit the offices and properties of the Servicer Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Supporting Assets Collateral or the ServicerBorrower’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 Servicer Borrower (provided that representatives of the Servicer 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 ServicerBorrower’s expense, upon reasonable prior written notice of at least five (5) Business Days from the Administrative Agent, permit certified public accountants or other auditors reasonably acceptable to the Administrative Agent to conduct a review of its books and records with respect to the such Pool Receivables and other Supporting AssetsCollateral; provided, that the Servicer Borrower shall be required to reimburse the Administrative Agent and any Purchaser/Lender for only one total (1) such combined review of the Servicer, the Borrower, the Sub-Originators and the Originator pursuant to clause (i) or clause (ii) above or under any Sale Agreement in any twelve-month period period, unless an Early Amortization Event or Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The 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 Supporting Assets Collateral as the Administrative Agent or any Purchaser/Lender through the Administrative Agent may reasonably request not otherwise furnished by the SPErequest. The Servicer will, at the Servicer’s expense, during regular business hours with reasonable prior written notice of at least five (5) Business Daysnotice, (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 Supporting AssetsCollateral, (B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Supporting Assets Collateral or 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 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 Servicer’s expense, upon reasonable prior written notice of at least five (5) Business Days 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 the Pool Receivables and other Supporting AssetsCollateral; provided, that so long as no Event of Default has occurred and is continuing, the Servicer Borrower shall be required to reimburse the Administrative Agent and any Purchaser/Lender for only not more than one total (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 (i) or clause (ii) above in any twelve-month period unless an Event period; provided, that, for the avoidance of Default has occurred doubt, the Administrative Agent may conduct additional reviews pursuant to clause (ii) above from time to time in its discretion and is continuingat its own expense.

Furnishing of Information and Inspection of Receivables. The Servicer SPE will furnish or cause to be furnished to the Administrative Agent and each of the Purchaser/Lender Lenders from time to time such information with respect to the Pool Receivables and the other Supporting Assets as the Administrative Agent or any Purchaser/Lender through the Administrative Agent may reasonably request not otherwise furnished by the SPEServicer. The Servicer SPE will, at the ServicerSPE’s expense, during regular business hours with reasonable prior written notice of at least five (5) Business Days, days’ 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 Supporting Assets, (B) visit the offices and properties of the Servicer SPE for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Supporting Assets or the ServicerSPE’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 Servicer SPE (provided that representatives of the Servicer SPE 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 ServicerSPE’s expense, upon reasonable prior written notice of at least five (5) Business Days days’ 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 the such Pool Receivables and other Supporting Assets; provided, that the Servicer SPE shall be required to reimburse the Administrative Agent and any Purchaser/Lender for only one total (1) such review pursuant to clause (i) or and clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Servicer will furnish or cause to be furnished to the Administrative Agent and each Purchaser/Lender Group Agent from time to time such information with respect to the Pool Receivables and the other Supporting Sold Assets and Seller Collateral as the Administrative Agent or any Purchaser/Lender through the Administrative Group Agent may reasonably request not otherwise furnished by the SPErequest. The Servicer will, at the Servicer’s expense, during regular business hours with reasonable prior written notice of at least five (5) Business Daysnotice, (i) permit the Administrative Agent and each Purchaser/Lender 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 Supporting AssetsSold Assets and the Seller Collateral, (B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Supporting Assets Sold Assets, the Seller Collateral or 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 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 Servicer’s expense, upon reasonable prior written notice of at least five (5) Business Days 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 the Pool Receivables Receivables, the other Sold Assets and other Supporting Assetsthe Seller Collateral; provided, that prior to the Servicer 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 and any Purchaser/Lender for only one total (1) such review pursuant to clause (i) or clause (ii) above in any twelve-month period unless an Event of Default has occurred and is continuingper calendar year.