Common use of Inspection; Periodic Audits; Quarterly Review Clause in Contracts

Inspection; Periodic Audits; Quarterly Review. Each Credit Party shall permit, and shall cause the Servicer to permit, the representatives of Agent and each Lender, at, in the case of Agent only, the expense of Credit Parties (which expenses must be reasonably incurred), from time to time during normal business hours upon reasonable notice, to (a) visit and inspect Servicer’s offices, Credit Parties’ offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s and Servicer’s books of account, records, reports and other papers (provided, however, that at all times, Credit Parties shall be responsible for the costs and expenses of all such visits) (b) make copies and extracts therefrom, and (c) discuss Credit Parties’ business, operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, so long as an Event of Default has occurred and is continuing, no such notice shall be required; provided, further that, so long as no Event of Default has occurred and is continuing not more than four (4) such visits shall take place annually. Additionally, Borrower shall cause Servicer to permit Agent to have online access to Servicer’s internal electronic reporting system, including without limitation tracking of collections on the Pledged Leases and agings of the same, and summaries for each of the Pledged Leases. Borrower shall cause Servicer’s officers to meet with Agent at least once per quarter, if requested by Agent (which meeting may take place telephonically if requested by Agent), to review the Servicer’s operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases.

Inspection; Periodic Audits; Quarterly Review. Each Credit Party Borrower shall permit, and shall cause the Servicer to permit, permit the representatives of Agent and each Lender, ator any legal counsel, in the case of independent contractor, auditor or consultant engaged by Agent only(collectively, the expense of Credit Parties (which expenses must be reasonably incurred“Agent Representatives”), from time to time during normal business hours and upon reasonable advance notice, to (a) visit and inspect Servicerany of Borrower’s offices, Credit Parties’ offices or properties or any other place where the Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s and Servicer’s books of account, records, reports and other papers (providedpapers, however, that at all times, Credit Parties shall be responsible for the costs and expenses of all such visits) (b) make copies and extracts therefrom, and (c) discuss Credit Parties’ Borrower’s business, operations, prospects, properties, assets, liabilities, liabilities and/or condition and/or Pledged Leases with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, that no such notice shall be required so long as a Default or an Event of Default has occurred and is continuingcontinuing and, no such notice shall be required; provided, further thatfurther, so long as no Event however, that the right granted above shall not be exercised in a manner that would interfere with the conduct of Default has occurred and is continuing not more than four (4) such visits shall take place annuallyBorrower’s business. Additionally, Borrower shall cause Servicer to permit Agent to have online access to Servicer’s internal electronic reporting system, including without limitation tracking of collections on the Pledged Leases and agings of the same, and summaries for each of the Pledged Leases. Borrower shall cause ServicerBorrower’s officers (subject to their reasonable availability) and Agent or any Agent Representatives shall meet with Agent at least once per quarter, if requested by upon the request and reasonable prior notice of Agent (which meeting may take place telephonically if requested by Agent), ) to review the ServicerBorrower’s business, operations, prospects, properties, assets, liabilitiesliabilities and/or condition. Borrower shall cause NCI to permit the representatives of Agent and each Lender, or any Agent Representative, from time to time during normal business hours and upon reasonable advance notice, to (a) visit and inspect any of NCI’s offices or properties or any other place where property of NCI is located to inspect such property and/or to examine and/or audit all of NCI’s books of account, records, reports and other papers, (b) make copies and extracts therefrom, and (c) discuss NCI’s business, operations, prospects, properties, assets, liabilities and/or condition with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, that no such notice shall be required so long as a Default or an Event of Default has occurred and is continuing and, provided, further, however, that the right granted above shall not be exercised in a manner that would interfere with the conduct of NCI’s business. NCI’s officers (subject to their reasonable availability) and Agent or any Agent Representatives shall meet upon the request and reasonable prior notice of Agent (which meeting may take place telephonically if requested by Agent) to review NCI’s business, operations, prospects, properties, assets, liabilities and/or Pledged Leasescondition. Except following and during the continuation of an Event of Default, the rights granted under this Section 6.7 (or any similar or parallel rights) shall not be exercisable more than twice with during any period of twelve consecutive months. So long as no Event of Default shall have occurred and be continuing, Agent and the Lenders shall be responsible for the payment of the costs and expenses incurred in connection with such inspections and examinations, except that Borrower shall reimburse Agent and the Lenders for the reasonable expenses paid by Agent or the Lenders to third parties in connection with such examination. So long as an Event of Default shall have occurred and be continuing, Borrower will reimburse Agent and the Lenders for the reasonable costs and expenses incurred by them in connection with such inspections and examinations.

Inspection; Periodic Audits; Quarterly Review. Each Credit Party Borrower shall permit, and shall use commercially reasonable efforts to cause the Servicer to permit, the representatives of Agent and each Lender, attwo (2) times per calendar year, in the case of Agent only, at the expense of Credit Parties Borrower in an amount not to exceed $75,000 in any calendar year absent the occurrence and continuance of an Event of Default (in which expenses must case there shall be reasonably incurredno limitaion), from time to time during normal business hours upon reasonable notice, to (a) visit and inspect Servicer’s offices, Credit Parties’ Borrower’s offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s and Servicer’s books of account, records, reports and other papers (providedpapers, however, that at all times, Credit Parties shall be responsible for the costs and expenses of all such visits) (b) make copies and extracts therefrom, and (c) discuss Credit Parties’ Borrower’s business, operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases Participation Interests and Receivables with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, so long as an a Default or Event of Default has occurred and is continuing, no such notice shall be required; provided, further that, so long as required and there shall be no Event limit on the number of Default has occurred and is continuing not more than four (4) such visits shall take place annuallyor inspections. Additionally, Borrower shall cause Servicer to permit provide Agent to have online access to Servicer’s internal electronic reporting system, including without limitation tracking of collections on the Pledged Leases Receivables, Participation Interests and the Bank Partner Receivables and agings of the same, and summaries for each of the Pledged LeasesParticipation Interests and Receivables. Borrower shall cause Servicer’s officers to meet with Agent at least once per quarter, if requested by Agent (which meeting may take place telephonically if requested by Agent), to review the Servicer’s operations, prospects, properties, assets, liabilities, condition condition, Participation Interests and/or Pledged LeasesReceivables.

Inspection; Periodic Audits; Quarterly Review. Each BorrowerEach Credit Party shall permit, and shall cause the Servicer to permit, the representatives of Agent and each Lender, at, in the case of Agent only, the expense of Credit BorrowerCredit Parties (which expenses must be reasonably incurred), from time to time during normal business hours upon reasonable notice, to (a) visit and inspect Servicer’s offices, Credit BorrowerCredit Parties’ ’s offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s and Servicer’s books of account, records, reports and other papers (provided, however, that at all times, Credit BorrowerCredit Parties shall be responsible for the costs and expenses of all such visits) (b) make copies and extracts therefrom, and (c) discuss Credit BorrowerCredit Parties’ ’s business, operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, so long as an Event of Default has occurred and is continuing, no such notice shall be required; provided, further that, so long as no Event of Default has occurred and is continuing not more than four (4) such visits shall take place annually. Additionally, Borrower shall cause Servicer to permit Agent to have online access to Servicer’s internal electronic reporting system, including without limitation tracking of collections on the Pledged Leases and agings of the same, and summaries for each of the Pledged Leases. Borrower shall cause Servicer’s officers to meet with Agent at least once per quarter, if requested by Agent (which meeting may take place telephonically if requested by Agent), to review the Servicer’s operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases.

Inspection; Periodic Audits; Quarterly Review. Each Credit Party Borrower shall permit, and shall cause the Servicer to permit, permit the representatives of Agent and each Lender, at, in the case of Agent only, at the expense of Credit Parties (which expenses must be reasonably incurred)Borrower, from time up to time two times per year during normal business hours upon reasonable noticenotice (provided that (i) Borrower shall not be responsible for the costs associated with such inspections or audits described below in excess of $60,000 during any calendar year prior to the occurrence and continuance of a Trigger Event or Event of Default and (ii) upon the occurrence and during the continuation of a Trigger Event or Event of Default, there shall be no limit on the number of visits per year and Borrower shall be responsible for all costs associated with such visits and inspections), to (a) visit and inspect ServicerBorrower’s offices, Credit Parties’ offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s and Servicer’s books of account, records, reports and other papers (providedpapers, however, that at all times, Credit Parties shall be responsible for the costs and expenses of all such visits) (b) make copies and extracts therefrom, and (c) discuss Credit Parties’ Borrower’s business, operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases Receivables with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, so long as an Event of Default has occurred and is continuing, no such notice shall be required; provided, further that, so long as no Event of Default has occurred and is continuing not more than four (4) such visits shall take place annually. Additionally, Borrower shall cause Servicer to permit Agent to have online access to Servicer’s internal electronic reporting system, including without limitation tracking of collections on the Pledged Leases and agings of the same, and summaries for each of the Pledged Leases. Borrower shall cause Servicer’s officers require Servicer to meet cooperate with Agent at least once per quarter, if and its representatives in connection with any inspections or audits requested by Agent (which meeting may take place telephonically if requested by Agent)pursuant to and in accordance with the Servicing Agreement. In addition to the forgoing, Agent shall have the right, at the expense of Borrower but not to exceed $50,000 in any calendar year, to conduct a legal review regarding the compliance of Borrower, Servicer’s operations, prospectsHoldings, propertiesor any Originator, assetsas well as the forms of Portfolio Documents, liabilitieswith all Applicable Laws, condition and Borrower shall, and shall require Servicer to cooperate with Agent and its internal and/or Pledged Leasesoutside legal counsel in such legal review.

Inspection; Periodic Audits; Quarterly Review. Each Credit Party Borrower shall permit, and shall cause the Servicer to permit, the representatives of Agent and each Lender, at, in the case of Agent only, the expense of Credit Parties Borrower (which expenses must be reasonably incurred), from time to time during normal business hours upon reasonable notice, to (a) visit and inspect Servicer’s offices, Credit Parties’ Borrower’s offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s and Servicer’s books of account, records, reports and other papers (provided, however, that at all times, Credit Parties Borrower shall be responsible for the costs and expenses of all such visits) (b) make copies and extracts therefrom, and (c) discuss Credit Parties’ Borrower’s business, operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, so long as an Event of Default has occurred and is continuing, no such notice shall be required; provided, further that, so long as no Event of Default has occurred and is continuing not more than four (4) such visits shall take place annually. Additionally, Borrower shall cause Servicer to permit Agent to have online access to Servicer’s internal electronic reporting system, including without limitation tracking of collections on the Pledged Leases and agings of the same, and summaries for each of the Pledged Leases. Borrower shall cause Servicer’s officers to meet with Agent at least once per quarter, if requested by Agent (which meeting may take place telephonically if requested by Agent), to review the Servicer’s operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases.

Inspection; Periodic Audits; Quarterly Review. Each Credit Party of Borrower and each Foreclosure Subsidiary shall permit, and shall cause the Servicer to permit, permit the representatives of Agent and each Lender, at, in the case of Agent only, at the expense of Credit Parties (which expenses must be reasonably incurred), Borrower from time to time during normal business hours upon reasonable notice, to (a) visit and inspect Servicer’s offices, Credit Parties’ any of Borrower's and such Foreclosure Subsidiary's offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s 's and Servicer’s such Foreclosure Subsidiary's books of account, records, reports and other papers (providedpapers, however, that at all times, Credit Parties shall be responsible for the costs and expenses of all such visits) (b) make copies and extracts therefrom, and (c) discuss Credit Parties’ business, the Business and Borrower's and such Foreclosure Subsidiary's operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases Accounts with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, that (x) unless an Event of Default has occurred and is continuing, Lender shall conduct no more than two (2) such visits, inspections and discussions per fiscal year and (y) no such notice shall be required so long as an Event of Default has occurred and is continuing. Borrower's and each Foreclosure Subsidiary's officers and Lender shall meet, no such notice shall be required; provided, further that, so long as no Event of Default has occurred and is continuing not more less than four (4) such visits shall take place annually. Additionally, Borrower shall cause Servicer to permit Agent to have online access to Servicer’s internal electronic reporting system, including without limitation tracking of collections on the Pledged Leases and agings of the same, and summaries for each of the Pledged Leases. Borrower shall cause Servicer’s officers to meet with Agent at least once twice per quarter, if requested by Agent year (which meeting may take place telephonically if requested by AgentLender), to review the Servicer’s Borrower's and such Foreclosure Subsidiary's business, operations, prospects, properties, assets, liabilities, condition and/or Pledged Leasesand/ or Accounts.

Inspection; Periodic Audits; Quarterly Review. Each Credit Party shall permit, and shall cause the Servicer to permit, the representatives of Agent and each Lender, at, in the case of Agent only, the expense of Credit Parties (which expenses must be reasonably incurred), from time to time during normal business hours upon reasonable notice, to (a) visit and inspect Servicer’s offices, Credit Parties’ offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine and/or audit all of Borrower’s and Servicer’s books of account, records, reports and other papers (provided, however, that at all times, Credit Parties shall be responsible for the costs and expenses of all such visits) (b) make copies and extracts therefrom, and (c) discuss Credit Parties’ business, operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases with its officers and independent public accountants (and by this provision such officers and accountants are authorized to discuss the foregoing); provided, however, so long as an Event of Default has occurred and is continuing, no such notice shall be required; provided, further that, so long as no Event of Default has occurred and is continuing not more than four (4) such visits shall take place annually. Additionally, Borrower shall cause Servicer to permit Agent to have online access to Servicer’s internal electronic reporting system, including without limitation tracking of collections on the Pledged Leases and agings of the same, and summaries for each of the Pledged Leases. Borrower shall cause Servicer’s officers to meet with Agent at least once per quarter, if requested by Agent (which meeting may take place telephonically if requested by Agent), to review the Servicer’s operations, prospects, properties, assets, liabilities, condition and/or Pledged Leases.. 60