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

Furnishing of Information and Inspection of Records. Such Transferor will furnish to the Administrator and each Purchaser Agent from time to time such information with respect to the Receivables as the Administrator or such Purchaser Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Such Transferor will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's expense, permit the Administrator or any Purchaser Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Receivables or other Pool Assets and (B) to visit the offices and properties of such Transferor for the purpose of examining such books and records, and to discuss matters relating to the Receivables, other Related Rights or such Transferor'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 such Transferor (provided that representatives of such Transferor 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, upon reasonable prior written notice from the Administrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to the Receivables; provided, however, that such Transferor shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing and no Transferor shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing.

Furnishing of Information and Inspection of Records. Such Transferor Originator will furnish to the Administrator each Agent and each Purchaser Group Agent from time to time such information with respect to the Receivables as the Administrator any Agent or such Purchaser Group Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Such Transferor Originator will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's Originator’s expense, permit the Administrator any Agent or any Purchaser Group Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Receivables or other Pool Assets Related Rights and (B) to visit the offices and properties of such Transferor Originator for the purpose of examining such books and records, and to discuss matters relating to the Receivables, other Related Rights or such Transferor's Originator’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 such Transferor Originator (provided that representatives of such Transferor Originator 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, upon reasonable prior written notice from any Agent or the Administrator and the Purchaser Group Agents, permit certified public accountants or other auditors acceptable to the Administrator such Agent to conduct a review of its books and records with respect to the Receivables; provided, however, that such Transferor Originator shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the CBTS Receivables Financing Agreement or pursuant to the CBTS Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Event of Default pursuant to the CBTS Receivables Financing Agreement or Purchase Termination Event pursuant to the CBTS Receivables Purchase Agreement has occurred and is continuing and no Transferor Originator shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the CBTS Receivables Financing Agreement or pursuant to the CBTS Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Event of Default pursuant to the CBTS Receivables Financing Agreement or Purchase Termination Event pursuant to the CBTS Receivables Purchase Agreement has occurred and is continuing.

Furnishing of Information and Inspection of Records. Such Transferor Originator will furnish to the Administrator Agent and each Purchaser Group Agent from time to time such information with respect to the Receivables as the Administrator Agent or such Purchaser Group Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Such Transferor Originator will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's Originator’s expense, permit the Administrator Agent or any Purchaser Group Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Receivables or other Pool Assets Related Rights and (B) to visit the offices and properties of such Transferor Originator for the purpose of examining such books and records, and to discuss matters relating to the Receivables, other Related Rights or such Transferor's Originator’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 chartered accountants of such Transferor Originator (provided that representatives of such Transferor Originator 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, upon reasonable prior written notice from the Administrator and Agent or the Purchaser Group Agents, permit certified public chartered accountants or other auditors acceptable to the Administrator such Agent to conduct a review of its books and records with respect to the Receivables; provided, however, that such Transferor Originator shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the CBTS Receivables Purchase Financing Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Termination Event of Default pursuant to the CBTS Receivables Financing Agreement has occurred and is continuing and no Transferor Originator shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the CBTS Receivables Purchase Financing Agreement) per year (commencing upon and including the Closing Date) during such time that no Termination Event of Default pursuant to the CBTS Receivables Financing Agreement has occurred and is continuing.

Furnishing of Information and Inspection of Records. Such The Transferor will furnish to the Administrator and each Purchaser Agent from time to time such information with respect to the Receivables as the Administrator or such Purchaser Agent may reasonably request, except to including, without limitation, listings identifying the extent prohibited by applicable law or licensesPrincipal Receivables for each Receivable. Such The Transferor will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's expense, permit the Administrator or any Purchaser Agent, or their respective its agents or representatives, at the Transferor's expense (Ai) to examine and make copies of and take abstracts from all books and records relating to the Receivables or other Pool Assets Records and (Bii) to visit the offices and properties of such the Transferor for the purpose of examining such books and recordsRecords, and to discuss matters relating to Receivables or the Receivables, other Related Rights or such Transferor's performance hereunder or and under the other Transaction Documents to which it such Person is a party with any of the officers, directors, employees or independent public accountants of such the Transferor (provided that representatives of such Transferor are present during such discussions) having knowledge of such matters and matters. In addition, the Transferor shall (iix) without limiting use its best efforts to permit the provisions of clause (i) above, from time Agent to time during regular business hours, upon reasonable prior written notice from the Administrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable have access to the Administrator to conduct a review premises and employees of its books and records Novus Services, Inc., as servicer under the Interim Servicing Agreement, for the purpose of obtaining such information with respect to the Receivables; providedReceivables as the Agent shall reasonably request and (y) if access cannot be obtained, howeveras referred to in clause (x) above, that such if requested by the Agent, the Transferor shall exercise its rights under the Receivables Purchase Agreement to cause CAC to visit the premises of Novus Services, Inc. in order to obtain all such information as is reasonably requested by the Agent. Notwithstanding the foregoing, the Agent or its agents and representatives shall not be obligated to permit such examinations, visits or reviews under clauses (i) visit the offices and properties as described in clause (ii) above, together with any examinations, visits or reviews pursuant to Section 1(eabove more frequently than (a) of Exhibit IV once a month for the first six months after the Closing Date and two times thereafter until the first anniversary of the Receivables Purchase Agreement, more than three Closing Date and (b) four times per year (commencing upon and including after the first anniversary of the Closing Date; provided that, neither of the limitations set forth in (a) or (b) above shall apply upon the occurrence and during such time that no the continuance of a Termination Event has occurred and is continuing and no Transferor shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Potential Termination Event has occurred and is continuingEvent.

Furnishing of Information and Inspection of Records. Such Transferor will furnish to the Administrator and each Purchaser Agent from time to time such information with respect to the Receivables as the Administrator or such Purchaser Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Such Transferor The Credit Parties will, at any time and from time to time the Credit Parties’ expense, during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, notice (i) at such Transferor's expense, permit the Administrator or any Purchaser Agent, Administrative Agent and each Controlling Lender or their respective agents or representatives, representatives to (A) to examine and make copies of and abstracts from all books and records relating to the Receivables or Scooters and other Pool Assets Collateral and Guarantor Collateral, (B) to visit the offices and properties of such Transferor the Credit Parties for the purpose of examining such books and records, records and to (C) discuss matters relating to the ReceivablesScooters, the other Related Rights Collateral, the Guarantor Collateral or such Transferor's the Credit Parties’ 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 senior management of such Transferor (provided that representatives of such Transferor are present during such discussions) the Credit Parties 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 Credit Parties’ expense, upon reasonable prior written notice from the Administrator and the Purchaser AgentsAdministrative Agent, permit certified public accountants or other auditors acceptable to the Administrator Administrative Agent to conduct a review of its books and records with respect to the ReceivablesScooters and other Collateral; provided, howeverthat neither the Administrative Agent nor any accountants or auditors engaged by the Administrative Agent shall be entitled to take copies, extracts, or photos of any information that contains trade secrets, is subject to legal privilege, or is otherwise of strategic importance to the business of the Bird Transaction Parties, in each case, as determined by the Borrower acting reasonably and in good faith; provided, further, that such Transferor shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing and no Transferor Credit Parties shall be obligated required to pay or reimburse any Person the Administrative Agent for the expenses of more than only one (1) such examination or visit review pursuant to clause (iii) above (together with in any examination or visit pursuant to Section 1(e)(i) twelve-month period, unless an Event of Exhibit IV of the Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Termination Event Default has occurred and is continuing. Notwithstanding anything to the contrary above, in the event that any Controlling Lender or the Administrative Agent conducts a review, request for information or inspection of records as provided for in this Section 8.01(f), each Class B Lender shall, to the extent reasonably practicable, be notified at least two Business Days in advance and have the right to (i) review any such information, records and other documentation provided to such Controlling Lender or the Administrative Agent, as applicable and (ii) observe any visit or discussion conducted pursuant to subparts (B) or (C) above; provided, that (i) no Class B Lender shall have the right to be reimbursed for any costs related to the foregoing and (ii) the Administrative Agent and Controlling Lenders shall not have any liability to any Class B Lender in connection with this Section 8.01(f).

Furnishing of Information and Inspection of Records. Such Transferor will furnish to the Administrator each Agent and each Purchaser Group Agent from time to time such information with respect to the Receivables as the Administrator any Agent or such Purchaser Group Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Such Transferor will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's ’s expense, permit the Administrator any Agent or any Purchaser Group Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Receivables or other Pool Assets Related Rights and (B) to visit the offices and properties of such Transferor for the purpose of examining such books and records, and to discuss matters relating to the Receivables, other Related Rights or such Transferor'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 such Transferor (provided that representatives of such Transferor 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, upon reasonable prior written notice from any Agent or the Administrator and the Purchaser Group Agents, permit certified public accountants or other auditors acceptable to the Administrator such Agent to conduct a review of its books and records with respect to the Receivables; provided, however, that such Transferor shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the Receivables Financing Agreement or pursuant to the Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Event of Default pursuant to the Receivables Financing Agreement or Purchase Termination Event pursuant to the Receivables Purchase Agreement has occurred and is continuing and no Transferor shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the Receivables Financing Agreement or pursuant to the Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Event of Default pursuant to the Receivables Financing Agreement or Purchase Termination Event pursuant to the Receivables Purchase Agreement has occurred and is continuing.

Furnishing of Information and Inspection of Records. Such Transferor Originator will furnish to the Administrator each Agent and each Purchaser Group Agent from time to time such information with respect to the Receivables as the Administrator any Agent or such Purchaser Group Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Such Transferor Originator will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's Originator’s expense, permit the Administrator any Agent or any Purchaser Group Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Receivables or other Pool Assets Related Rights and (B) to visit the offices and properties of such Transferor Originator for the purpose of examining such books and records, and to discuss matters relating to the Receivables, other Related Rights or such Transferor's Originator’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 chartered accountants of such Transferor Originator (provided that representatives of such Transferor Originator 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, upon reasonable prior written notice from any Agent or the Administrator and the Purchaser Group Agents, permit certified public chartered accountants or other auditors acceptable to the Administrator such Agent to conduct a review of its books and records with respect to the Receivables; provided, however, that such Transferor Originator shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the Receivables Purchase Financing Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Termination Event of Default pursuant to the Receivables Financing Agreement has occurred and is continuing and no Transferor Originator shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the Receivables Purchase Financing Agreement) per year (commencing upon and including the Closing Date) during such time that no Termination Event of Default pursuant to the Receivables Financing Agreement has occurred and is continuing.

Furnishing of Information and Inspection of Records. Such Transferor Originator will furnish to the Administrator each Agent and each Purchaser Group Agent from time to time such information with respect to the Receivables as the Administrator any Agent or such Purchaser Group Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Such Transferor Originator will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's Originator’s expense, permit the Administrator any Agent or any Purchaser Group Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Receivables or other Pool Assets Related Rights and (B) to visit the offices and properties of such Transferor Originator for the purpose of examining such books and records, and to discuss matters relating to the Receivables, other Related Rights or such Transferor's Originator’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 such Transferor Originator (provided that representatives of such Transferor Originator 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, upon reasonable prior written notice from any Agent or the Administrator and the Purchaser Group Agents, permit certified public accountants or other auditors acceptable to the Administrator such Agent to conduct a review of its books and records with respect to the Receivables; provided, however, that such Transferor Originator shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the Receivables Purchase Financing Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Termination Event of Default pursuant to the Receivables Financing Agreement has occurred and is continuing and no Transferor Originator shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the Receivables Purchase Financing Agreement) per year (commencing upon and including the Closing Date) during such time that no Termination Event of Default pursuant to the Receivables Financing Agreement has occurred and is continuing.

Furnishing of Information and Inspection of Records. Such Transferor will furnish to the Administrator and each Purchaser Agent from time to time such information with respect to the Receivables as the Administrator or such Purchaser Agent may reasonably request, except to the extent prohibited by applicable law or licenses. Such Transferor will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's ’s expense, permit the Administrator or any Purchaser Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Receivables or other Pool Assets and (B) to visit the offices and properties of such Transferor for the purpose of examining such books and records, and to discuss matters relating to the Receivables, other Related Rights or such Transferor'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 such Transferor (provided that representatives of such Transferor 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, upon reasonable prior written notice from the Administrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to the Receivables; provided, however, that such Transferor shall not be obligated to permit such examinations, visits or reviews under clauses (i) and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing and no Transferor shall be obligated to pay or reimburse any Person for the Purchase and Sale Agreement expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing.

Furnishing of Information and Inspection of Records. Such The Transferor will furnish to the Administrator and each Purchaser Agent from time to time such information with respect to the Receivables as the Administrator or such Purchaser Agent may reasonably request, except to including, without limitation, listings identifying the extent prohibited by applicable law or licensesPrincipal Receivables for each Receivable. Such The Transferor will, at any time and from time to time during regular business hours with reasonable prior written notice, subject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's expense, permit the Administrator or any Purchaser Agent, or their respective its agents or representatives, at the Transferor's expense (Ai) to examine and make copies of and take abstracts from all books and records relating to the Receivables or other Pool Assets Records and (Bii) to visit the offices and properties of such the Transferor for the purpose of examining such books and recordsRecords, and to discuss matters relating to Receivables or the Receivables, other Related Rights or such Transferor's performance hereunder or and under the other Transaction Documents to which it such Person is a party with any of the officers, directors, employees or independent public accountants of such the Transferor (provided that representatives of such Transferor are present during such discussions) having knowledge of such matters and matters. In addition, the Transferor shall (iix) without limiting use its best efforts to permit the provisions of clause (i) above, from time Agent to time during regular business hours, upon reasonable prior written notice from the Administrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable have access to the Administrator to conduct a review premises and employees of its books and records MWFC, as servicer under the Interim Servicing Agreement, for the purpose of obtaining such information with respect to the Receivables; providedReceivables as the Agent shall reasonably request and (y) if access cannot be obtained, howeveras referred to in clause (x) above, that such if requested by the Agent, the Transferor shall exercise its rights under the Receivables Purchase Agreement to cause CAC to visit the premises of MWFC in order to obtain all such information as is reasonably requested by the Agent. Notwithstanding the foregoing, the Agent or its agents and representatives shall not be obligated to permit such examinations, visits or reviews under clauses (i) visit the offices and properties as described in clause (ii) above, together with any examinations, visits or reviews pursuant to Section 1(eabove more frequently than (a) of Exhibit IV once a month for the first six months after the Closing Date and two times thereafter until the first anniversary of the Receivables Purchase Agreement, more than three Closing Date and (b) four times per year (commencing upon and including after the first anniversary of the Closing Date; provided that, neither of the limitations set forth in (a) or (b) above shall apply upon the occurrence and during such time that no the continuance of a Termination Event has occurred and is continuing and no Transferor shall be obligated to pay or reimburse any Person for the expenses of more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Potential Termination Event has occurred and is continuingEvent.