Common use of Inspection and Audit Inspections Clause in Contracts

Inspection and Audit Inspections. (a) Upon reasonable notice to the Issuer specifying the particulars of each request and subject to appropriate and reasonable confidentiality covenants, the Issuer shall permit the representatives of the Administrative Agent and the Initial Noteholders, and their duly authorized representatives, attorneys and accountants, to audit and examine all of the information systems, books, records, reports and other papers of the Servicer, the Issuer and the Trust with respect to the Collateral and the SUBI Assets subject to the Lien of the Indenture, to make copies and extracts therefrom, and to discuss the affairs, finances and accounts with the officers, employees and Independent Accountants of the Servicer, the Issuer and the Trust for the purpose of reviewing or evaluating the Servicer’s, the Issuer’s, and/or the Trust’s performance of its duties and obligations hereunder and under the other Relevant Documents. The number of audits and examinations conducted pursuant to the provisions of this Section 14.04(a) shall, subject to the provisions of Section 14.04(b), be reasonable and customary. Subject to the provisions of Section 14.04(b), all reasonable out-of-pocket expenses incidental to the first annual exercise by any such person or its duly authorized representatives, attorneys and accountants of the inspection right hereunder shall be borne by the Servicer, without right of reimbursement from any such person for such expenses; provided, however, to the extent that any such person serves in multiple capacities under the Relevant Documents, such person shall be entitled to reimbursement of such reasonable out of pocket expenses only once per annum; provided further that such persons agree to use reasonable efforts to share information among one another and to coordinate such inspections to minimize the number of total audits per annum and the expenses incurred by the Issuer in connection therewith. No such Person shall be liable to any other Person for failure to so share information to otherwise cooperate with any other Person concerning such audit.

Inspection and Audit Inspections. (a) Upon reasonable notice to the Issuer Servicer specifying the particulars of each request and subject to appropriate and reasonable the execution of a confidentiality covenantsagreement, substantially in the form of Exhibit H hereto, the Issuer shall Servicer will permit the representatives of the Administrative Agent and the Initial NoteholdersPurchaser, Agent, and their duly authorized representatives, attorneys and accountants, any Lender to audit and examine all of the information systems, books, records, reports and other papers of the Servicer, the Issuer and the Trust Servicer with respect to the Collateral and the SUBI Assets subject to the Lien of the IndentureCollateral, to make copies and extracts therefrom, and to discuss the its affairs, finances and accounts with the its officers, employees and Independent Accountants of the Servicer, the Issuer and the Trust for the purpose of reviewing or evaluating the Servicer’s, the Issuer’s, and/or the Trust’s 's performance of its duties and obligations hereunder and under the other Relevant Documentshereunder. The number Agent will have the right on behalf of the Lenders to engage a due diligence provider to act on behalf of the Lenders to audit and examine the books, records, reports and other papers of CAI in accordance with Section 3.05 of the CAI Agreement. Any audits and examinations (other than a CAI Servicer Default) conducted pursuant to the provisions of this Section 14.04(a) 6.06 shall, subject so long as no Servicer Default is then continuing, be limited to one time in any twelve month period. Following the provisions occurrence of Section 14.04(ba Servicer Default (other than a CAI Servicer Default), the number of such audits and examinations shall not be reasonable and customaryso limited. Subject to the provisions of Section 14.04(b), all All reasonable out-of-pocket expenses incidental incident to the first annual exercise by any such person Lender or its duly authorized representatives, attorneys and accountants representatives of the inspection right hereunder shall be borne by the ServicerPurchaser and, without right of prior to a Servicer Default (other than a CAI Servicer Default), reimbursement from any such person for such expenses; providedwhich shall be limited to $25,000 per annum. So long as no Servicer Default (other than a CAI Servicer Default) is continuing, however, to the extent that any such person serves Persons serving in multiple capacities under the Relevant Documents, Loan Documents such person Person shall nevertheless be entitled to reimbursement of such reasonable out of out-of-pocket expenses only once per annum; provided further that such persons agree expenses. Each inspecting party agrees to use reasonable efforts to share information among one another and to coordinate such inspections to minimize the number of total audits per annum and the expenses incurred by the Issuer Purchaser in connection therewith. Any Person that fails, refuses or is otherwise not obligated to share information with the Persons named in this Section 6.06 or cooperate in the coordination of inspections shall not be entitled to any of the information gained by any of the other Persons named in this Section 6.06. No such Person shall be liable to any other Person for failure to so share information to or otherwise cooperate with any other Person concerning such audit.

Inspection and Audit Inspections. (a) Upon reasonable notice to the Issuer Servicer specifying the particulars of each request and subject to appropriate and reasonable confidentiality covenants, the Issuer Servicer shall permit the representatives of any Rating Agency (if any), the ICI Indenture Trustee, any Series Enhancer, any Interest Rate Hedge Counterparty, the Administrative Agent and the Initial NoteholdersAgent, any Control Party, any Lessor, any Registered Pledgee, any Lease Enhancer, any Lessor Note Enhancer, any Currency Hedge Counterparty, and their duly authorized representatives, attorneys and accountants, to audit and examine all of the operations, information systems, books, records, reports and other papers of the Servicer, the Issuer and the Trust Servicer with respect to the Collateral Serviced Assets (including all invoices and the SUBI Assets subject receipts for Direct Operating Expenses reimbursed to the Lien of Servicer), the IndentureTrust, ICF, any Lessor and/or ICI, to make copies and extracts therefrom, and to discuss the affairs, finances and accounts with the officers, employees and Independent Accountants of the Servicer, the Issuer and the Trust Servicer for the purpose of reviewing or evaluating the Servicer’s, the Issuer’s, and/or the Trust’s performance of its duties and obligations hereunder and under the other ICI Relevant Documents. The number of audits and examinations conducted pursuant to the provisions of this Section 14.04(a6.06(a) shall, subject to the provisions of Section 14.04(b6.06(b), be reasonable and customary. Subject to the provisions of Section 14.04(b), all All reasonable out-of-pocket expenses incidental to the first annual exercise by any each such person or its duly authorized representatives, attorneys and accountants of the inspection right hereunder shall be borne by the Servicer, without right of reimbursement from any such person for such expenses, and such expenses relating to any subsequent inspection in any calendar year on behalf of the same person shall be borne by such person; provided, however, to the extent that any such person Person serves in multiple capacities under (e.g., to the Relevant Documentsextent that a Control Party is also an Enhancer, such person shall be entitled to reimbursement of such reasonable out of pocket expenses only once per annum; provided further that such persons agree to use reasonable efforts to share information among one another and to coordinate such inspections to minimize the number of total audits per annum and the expenses incurred by the Issuer in connection therewith. No or a Lease Enhancer is also a Series Enhancer), such Person shall only be liable to any other Person reimbursed for failure to so share information to otherwise cooperate with any other Person concerning the exercise of such auditright only once.

Inspection and Audit Inspections. (a) Upon reasonable notice to the Issuer ICI specifying the particulars of each request and subject to appropriate and reasonable confidentiality covenants, the Issuer ICI shall permit the representatives of any Rating Agency (if any), the ICI Indenture Trustee, the Administrative Agent and the Initial NoteholdersAgent, any single representative of an ICI Control Party, and their duly authorized representatives, attorneys and accountants, to audit and examine all of the information systems, books, records, reports and other papers of the Servicer, the Issuer ICI, ICF and the Trust with respect to the ICI Collateral and and, upon request therefor, the SUBI Assets subject to the Lien items of the Indenturecollateral securing any ICF Notes, any Lessor Notes or any other ICI Collateral, to make copies and extracts therefrom, and to discuss the affairs, finances and accounts with the officers, employees and Independent Accountants of the Servicer, the Issuer ICI, ICF and the Trust for the purpose of reviewing or evaluating the Servicer’s, the IssuerICI’s, ICF’s and/or the Trust’s performance of its duties and obligations hereunder and under the other ICI Relevant Documents. The number of audits and examinations conducted pursuant to the provisions of this Section 14.04(a1304(a) shall, subject to the provisions of Section 14.04(b1304(b), be reasonable and customary. Subject to the provisions of Section 14.04(b1304(b), all reasonable out-of-pocket expenses incidental to the first annual exercise by any such person or its duly authorized representatives, attorneys and accountants of the inspection right hereunder shall be borne by the Servicer, without right of reimbursement from any such person for such expenses; provided, however, to the extent that any such person serves in multiple capacities under the ICI Relevant Documents, such person shall be entitled to reimbursement of such reasonable out of pocket expenses only once per annum; provided further that such persons agree to use reasonable efforts to share information among one another and to coordinate such inspections to minimize the number of total audits per annum and the expenses incurred by the Issuer ICI in connection therewith. No such Person shall be liable to any other Person for failure to so share information to otherwise cooperate with any other Person concerning such audit.

Inspection and Audit Inspections. (a) Upon reasonable notice to the Issuer ICF specifying the particulars of each request and subject to appropriate and reasonable confidentiality covenants, the Issuer ICF shall permit the representatives of any Rating Agency (if any), the ICF Indenture Trustee, the ICI Indenture Trustee, the Administrative Agent and Agent, an Enhancer, a Currency Hedge Counterparty, an Interest Rate Hedge Counterparty, the Initial Noteholders, ICF Noteholders and their duly authorized representatives, attorneys and accountants, to audit and examine all of the information systems, books, records, reports and other papers of the Servicer, the Issuer ICF and the Trust with respect to the Collateral ICF Collateral, any Lessor Collateral, any SUBI Assets subject to a Lease, any Certificate subject to a Lease, any Lessor and the SUBI Assets subject subjected to the Lien of the this Indenture, to make copies and extracts therefrom, and to discuss the affairs, finances and accounts with the officers, employees and Independent Accountants of the Servicer, the Issuer ICF and the Trust for the purpose of reviewing or evaluating the Servicer’s, the Issuer’s, ICF’s and/or the Trust’s performance of its duties and obligations hereunder and under the other ICF Relevant Documents. The number of audits and examinations conducted pursuant to the provisions of this Section 14.04(a1304(a) shall, subject to the provisions of Section 14.04(b1304(b), be reasonable and customary. Subject to the provisions of Section 14.04(b1304(b), all reasonable out-of-pocket expenses incidental to the first annual exercise by any such person or its duly authorized representatives, attorneys and accountants of the inspection right hereunder shall be borne by the Servicer, without right of reimbursement from any such person for such expenses; provided, however, to the extent that any such person serves in multiple capacities under the ICF Relevant Documents, such person shall be entitled to reimbursement of such reasonable out of out-of-pocket expenses only once per annum; provided further that such persons agree to use reasonable efforts to share information among one another and to coordinate such inspections to minimize the number of total audits per annum and the expenses incurred by the Issuer ICF in connection therewith. Any Person that fails, refuses or is otherwise not obligated to share information with the Persons named in this Section 1304(a) or cooperate in the coordination of inspections shall not be entitled to any of the information gained by any of the other Persons named in this Section 1304(a). No such Person shall be liable to any other Person for failure to so share information to or otherwise cooperate with any other Person concerning such audit.