Common use of Inspections; Compliance Audits; Regulatory Review Clause in Contracts

Inspections; Compliance Audits; Regulatory Review. (a) The Credit Parties and the Company (on behalf of itself and each other Company Party) will permit any authorized representatives designated by the Administrative Agent to visit and inspect any of the properties of the Credit Parties and Company Parties at any time, and from time to time upon reasonable advance notice and during normal working hours, to (i) inspect, copy and take extracts from its books, records, financial statements, credit and collection policies, legal and regulatory compliance, operating and reporting procedures and information systems and to discuss its affairs, finances and accounts with any employees of the Credit Parties and Company Parties and (ii) verify the compliance by the Credit Parties and Company Parties with this Agreement, the other Credit Documents and the Credit Policies, as applicable; provided that (a) unless an Event of Default exists Administrative Agent and the Lenders will not make the inspections or verifications more than two (2) times per year without the prior consent of the Borrower and (b) neither the Credit Parties nor the Company Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (z) that is subject to attorney-client or similar privilege or constitutes attorney work product. Each Credit Party agrees on to pay the Agents’ and the Lenders’ reasonable, customary and documented out-of-pocket expenses for any such inspections, audits and the preparation of reports thereof performed or prepared in accordance with the foregoing.

Inspections; Compliance Audits; Regulatory Review. (a) The Credit Parties and the Company (on behalf of itself and each other Company Party) will permit or cause to be permitted, as applicable, any authorized representatives designated by the Administrative Agent or any Lender (including, without limitation, Protiviti, or such other auditor selected by the administration Agent for the purpose of conducting the reviews contemplated by clause (iv) below) to visit and inspect any of the properties of the Credit Parties and Company Parties Company, FlexLending, or Seller, at any time, and from time to time upon reasonable advance notice and during normal working hours, to (i) inspect, copy and take extracts from its books, financial and accounting records, financial statements, credit and collection policies, legal and regulatory compliance, operating and reporting procedures and information systems and to discuss its affairs, finances and accounts with any Person, including, without limitation, employees of the Credit Parties Company, FlexLending, or Seller and Company Parties and independent public accountants; (ii) verify the compliance by Parent, Company, FlexLending or Seller with the Credit Parties and Company Parties with this Agreement, the other Credit Documents and/or the Underwriting Policies and by Bank Partner with the Bank Partner Loan Program Agreement and the Bank Partner Credit Policies, as applicable; provided that (aiii) unless an Event of Default exists Administrative Agent and the Lenders will not make the inspections or verifications more than two (2) times per year without the prior consent conduct a review of the Borrower Company’s policies, procedures and controls, including financial controls, and/or (biv) neither conduct a review of Lease Files and Retail Loan Files in connection with the Credit Parties nor the preparation of an agreed upon procedures report. Company Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (z) that is subject to attorney-client or similar privilege or constitutes attorney work product. Each Credit Party agrees on to pay the Agents’ Administrative Agent’s then customary charge for field examinations and the Lenders’ reasonable, customary and documented out-of-pocket expenses for any such inspections, audits and the preparation of reports thereof performed or prepared prepared, or if such review, audit or inspection is being conducted by Protiviti or another auditor selected by the Administrative Agent, the fees, costs and expenses of such person (A) at any time during the existence of a Default or an Event of Default and (B) otherwise up to four (4) times in accordance any calendar year (with a limit of two (2) such reviews to be conducted on the premises of the Company, FlexLending or Seller, with any other reviews to be conducted remotely); provided, however, that so long as no Default or Event of Default has occurred or is continuing, the fees, costs and expenses to be paid by the Company with respect to reviews of Lease Files and Retail Loan Files contemplated by clause (iv) above and the Compliance Review in subsection (b) below (other than any Compliance Review in connection with the foregoingorigination of Leases in a new state or a material change in the Requirements of Law of a state applicable to Leases or Retail Loans (as compared to Eligible Leases or Eligible Retail Loans, as applicable, that have been previously included in the Borrowing Base) or a Compliance Review in connection with a concentration with respect to any state of outstanding Eligible Leases or Eligible Retail Loans that is 10% or more of the aggregate Amortized Order Value for all Eligible Leases and Eligible Retail Loans, as applicable) shall be subject to a cap of $60,000 in any calendar year.

Inspections; Compliance Audits; Regulatory Review. (a) The Credit Parties and the Company (on behalf of itself and each other Company Party) will permit or cause to be permitted, as applicable, any authorized representatives designated by the Administrative Agent or any Lender (including, without limitation, Protiviti, or such other auditor selected by the administration Agent for the purpose of conducting the reviews contemplated by clause (iii) below) to visit and inspect any of the properties of the Credit Parties and Company Parties or Seller, at any time, and from time to time upon reasonable advance notice and during normal working hours, to (i) inspect, copy and take extracts from its books, financial and accounting records, financial statements, credit and collection policies, legal and regulatory compliance, operating and reporting procedures and information systems and to discuss its affairs, finances and accounts with any Person, including, without limitation, employees of the Credit Parties Company or Seller and Company Parties and independent public accountants; (ii) verify the compliance by Company or Seller with the Credit Parties and Company Parties with this Agreement, the other Credit Documents and and/or the Credit Underwriting Policies, as applicable; provided that and/or (aiii) unless conduct a review of Lease Files in connection with the preparation of an Event of Default exists Administrative Agent and the Lenders will not make the inspections or verifications more than two (2) times per year without the prior consent of the Borrower and (b) neither the Credit Parties nor the agreed upon procedures report. Company Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (z) that is subject to attorney-client or similar privilege or constitutes attorney work product. Each Credit Party agrees on to pay the Agents’ Administrative Agent’s then customary charge for field examinations and the Lenders’ reasonable, customary and documented out-of-pocket expenses for any such inspections, audits and the preparation of reports thereof performed or prepared prepared, or if such review, audit or inspection is being conducted by Protiviti or another auditor selected by the Administrative Agent, the fees, costs and expenses of such person (A) at any time during the existence of a Default or an Event of Default and (B) otherwise up to four (4) times in accordance any calendar year (with a limit of two (2) such reviews to be conducted on the foregoingpremises of the Company or Seller, with any other reviews to be conducted remotely); provided, however, that so long as no Default or Event of Default has occurred or is continuing, the fees, costs and expenses to be paid by the Company with respect to reviews of Lease Files contemplated by clause (iii) above shall be subject to a cap of $60,000 in any calendar year.

Inspections; Compliance Audits; Regulatory Review. (a) The Credit Parties and the Company (on behalf of itself and each other Company Party) will permit or cause to be permitted, as applicable, any authorized representatives designated by the Administrative Agent or any Lender (including, without limitation, Protiviti, or such other auditor selected by the administration Agent for the purpose of conducting the reviews contemplated by clause (iv) below) to visit and inspect any of the properties of the Credit Parties and Company Parties or Seller, at any time, and from time to time upon reasonable advance notice and during normal working hours, to (i) inspect, copy and take extracts from its books, financial and accounting records, financial statements, credit and collection policies, legal and regulatory compliance, operating and reporting procedures and information systems and to discuss its affairs, finances and accounts with any Person, including, without limitation, employees of the Credit Parties Company or Seller and Company Parties and independent public accountants; (ii) verify the compliance by Company or Seller with the Credit Parties and Company Parties with this Agreement, the other Credit Documents and and/or the Credit Underwriting Policies, as applicable; provided that (aiii) unless an Event of Default exists Administrative Agent and the Lenders will not make the inspections or verifications more than two (2) times per year without the prior consent conduct a review of the Borrower Company’s policies, procedures and controls, including financial controls, and/or (biv) neither conduct a review of Lease Files in connection with the Credit Parties nor the preparation of an agreed upon procedures report. Company Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (z) that is subject to attorney-client or similar privilege or constitutes attorney work product. Each Credit Party agrees on to pay the Agents’ Administrative Agent’s then customary charge for field examinations and the Lenders’ reasonable, customary and documented out-of-pocket expenses for any such inspections, audits and the preparation of reports thereof performed or prepared prepared, or if such review, audit or inspection is being conducted by Protiviti or another auditor selected by the Administrative Agent, the fees, costs and expenses of such person (A) at any time during the existence of a Default or an Event of Default and (B) otherwise up to four (4) times in accordance any calendar year (with a limit of two (2) such reviews to be conducted on the foregoingpremises of the Company or Seller, with any other reviews to be conducted remotely); provided, however, that so long as no Default or Event of Default has occurred or is continuing, the fees, costs and expenses to be paid by the Company with respect to reviews of Lease Files contemplated by clause (iv) above shall be subject to a cap of $60,000 in any calendar year.

Inspections; Compliance Audits; Regulatory Review. (a) The Credit Parties and the Company (on behalf of itself and each other Company Party) will permit or cause to be permitted, as applicable, any authorized representatives designated by the Administrative Agent or any Lender (including, without limitation, Protiviti, or such other auditor selected by the administration Agent for the purpose of conducting the reviews contemplated by clause (iv) below) to visit and inspect any of the properties of the Credit Parties and Company Parties Company, FlexLending, or Seller, at any time, and from time to time upon reasonable advance notice and during normal working hours, to (i) inspect, copy and take extracts from its books, financial and accounting records, financial statements, credit and collection policies, legal and regulatory compliance, operating and reporting procedures and information systems and to discuss its affairs, finances and accounts with any Person, including, without limitation, employees of the Credit Parties Company, FlexLending, or Seller and Company Parties and independent public accountants; (ii) verify the compliance by Parent, Company, FlexLending or Seller with the Credit Parties and Company Parties with this Agreement, the other Credit Documents and/or the Underwriting Policies and by Bank Partner with the Bank Partner Loan Program Agreement, the Acknowledgement Agreement and the Bank Partner Credit Policies, as applicable; provided that (aiii) unless an Event of Default exists Administrative Agent and the Lenders will not make the inspections or verifications more than two (2) times per year without the prior consent conduct a review of the Borrower Company’s policies, procedures and controls, including financial controls, and/or (biv) neither conduct a review of Lease Files and Retail Loan Files in connection with the Credit Parties nor the preparation of an agreed upon procedures report. Company Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (z) that is subject to attorney-client or similar privilege or constitutes attorney work product. Each Credit Party agrees on to pay the Agents’ Administrative Agent’s then customary charge for field examinations and the Lenders’ reasonable, customary and documented out-of-pocket expenses for any such inspections, audits and the preparation of reports thereof performed or prepared prepared, or if such review, audit or inspection is being conducted by Protiviti or another auditor selected by the Administrative Agent, the fees, costs and expenses of such person (A) at any time during the existence of a Default or an Event of Default and (B) otherwise up to four (4) times in accordance any calendar year (with a limit of two (2) such reviews to be conducted on the premises of the Company, FlexLending or Seller, with any other reviews to be conducted remotely); provided, however, that so long as no Default or Event of Default has occurred or is continuing, the fees, costs and expenses to be paid by the Company with respect to reviews of Lease Files and Retail Loan Files contemplated by clause (iv) above and the Compliance Review in subsection (b) below (other than any Compliance Review in connection with the foregoingorigination of Leases in a new state or a material change in the Requirements of Law of a state applicable to Leases or Retail Loans (as compared to Eligible Leases or Eligible Retail Loans, as applicable, that have been previously included in the Borrowing Base) or a Compliance Review in connection with a concentration with respect to any state of outstanding Eligible Leases or Eligible Retail Loans that is 10% or more of the aggregate Amortized Order Value for all Eligible Leases and Eligible Retail Loans, as applicable) shall be subject to a cap of $60,000 in any calendar year.