Common use of Rights of Inspection Clause in Contracts

Rights of Inspection. The Purchaser and its representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the Loan Assets and the business affairs of the Seller with respect thereto each calendar year. Each such inspection shall be at the sole expense of the Seller; provided that, at the Seller’s expense, (i) prior to the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to two (2) such audits in the aggregate during each calendar year and, (ii) after the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to such number of audits per annum and at such times as it shall require in its reasonable discretion. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns agree that (i) they shall retain in strict confidence and shall use their best efforts to ensure that their representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that they will not, and will use their best efforts to ensure that their representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Rights of Inspection. The Purchaser Purchaser, the Administrative Agent, each Lender Agent and its their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loan Assets and the business affairs of the Seller with respect thereto each calendar year; provided that the Seller shall not be liable for the costs and expenses of more than two such visits in any calendar year unless an Event of Default has occurred under the Loan and Servicing Agreement, in which event the number of visits for which the Seller shall be liable for the costs and expenses shall not be limited. Each Subject to the immediately preceding sentence, each such inspection shall be at the sole expense of the Seller; provided that, at the Seller’s expense, (i) prior to the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to two (2) such audits in the aggregate during each calendar year and, (ii) after the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to such number of audits per annum and at such times as it shall require in its reasonable discretion. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns each agree that (i) they it shall retain in strict confidence and shall use their best its reasonable efforts to ensure that their its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that they it will not, and will use their best its reasonable efforts to ensure that their its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Rights of Inspection. The Purchaser and its representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the Loan Assets Collateral Loans and the business affairs of the Seller with respect thereto each calendar year. Each such inspection shall be at the sole expense of the Seller; provided that, at the Seller’s expense, (i) prior to the occurrence of a Seller Termination Event, the Purchaser and the Administrative Agent shall be entitled to two one (21) such audits in the aggregate audit during each calendar year and, (ii) after the occurrence of a Seller Termination Event, the Purchaser and the Administrative Agent shall be entitled to such number of audits per annum and at such times as it shall require in its reasonable discretiondiscretion in accordance with the terms of the Credit Agreement; provided that the Purchaser shall use commercially reasonable efforts to coordinate audits under this Section 10.16 with any audits under Section 5.02(e) of the Credit Agreement. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns agree that (i) they shall retain in strict confidence and shall use their best efforts to ensure that their representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that they will not, and will use their best efforts to ensure that their representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Rights of Inspection. The At the discretion of the Purchaser and the Administrative Agent, the Seller shall allow the Purchaser and the Administrative Agent (during normal office hours and upon reasonable advance notice) to review the Seller’s compliance with its representatives obligations under this Agreement and assigns may conduct at any reasonable time, with reasonable noticeother Transaction Document to which it is a party, and from time to time, conduct an audit of the Sale Portfolio and the Seller will fully cooperate with, Required Loan Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable number period of field examinations and audits of the Loan Assets and the business affairs of the Seller with respect thereto each calendar year. Each such inspection shall be at the sole expense of the Sellertime; provided that, at the Seller’s expense, (i) prior to the occurrence of a Seller Termination Event, the Purchaser and the Administrative Agent shall each be entitled to two one (21) such audits in the aggregate audit during each calendar year and, (ii) after the occurrence of a Seller Termination Event, the Purchaser and the Administrative Agent shall be entitled to such number of audits per annum and at such times as it shall require in its reasonable discretion. The Purchaser and its the Administrative Agent and their representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its the Purchaser and the Administrative Agent and their representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its the Administrative Agent and their representatives and successors and assigns each agree that (i) they each shall retain in strict confidence and shall use their best commercially reasonable efforts to ensure that their its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that they will not, and will use their best commercially reasonable efforts to ensure that their its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Rights of Inspection. The Purchaser Contributee and its the Administrative Agent, and each of their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller Contributor will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loan Assets and the business affairs of the Seller with respect thereto Contributor each calendar year, subject to any limitations in the Loan and Servicing Agreement. Each such inspection shall be at the sole expense of the SellerContributor; provided that, at the Seller’s expense, (i) prior to the occurrence that so long as no Servicer Termination Event or Event of a Seller Termination EventDefault has occurred and is 50 continuing, the Purchaser and the Agent Contributor shall be entitled to responsible for the costs and expenses of no more than two (2) such audits on-site visits in the aggregate during each calendar year and, (ii) after the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to such number of audits per annum and at such times as it shall require in its reasonable discretionany 12-month period. The Purchaser Contributee and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller Contributor has a proprietary interest. The Purchaser Contributee and its representatives and successors and assigns each agree that (i) they it shall retain in strict confidence and shall use their best its reasonable efforts to ensure that their its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller Contributor any or all of such information, practices, books, correspondence and records furnished to them and (ii) that they it will not, and will use their best its reasonable efforts to ensure that their its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the SellerContributor, unless such information is generally available to the public or is required by law to be disclosed.

Rights of Inspection. The Purchaser Purchaser, the Administrative Agent, each Lender Agent and its their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loan Assets and the business affairs of the Seller with respect thereto each calendar year. Each Prior to an Event of Default, the Seller shall be required to bear the expense of no more than two such reviews within any 12-month period and any additional reviews shall be at the expense of the Administrative Agent and each Lender Agent; after the occurrence and during the continuance of an Event of Default, each such inspection shall be at the sole expense of the Seller; provided that, at the Seller’s expense, (i) prior to the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to two (2) such audits in the aggregate during each calendar year and, (ii) after the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to such number of audits per annum and at such times as it shall require in its reasonable discretion. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns each agree that (i) they it shall retain in strict confidence and shall use their best its reasonable efforts to ensure that their its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that they it will not, and will use their best its reasonable efforts to ensure that their its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Rights of Inspection. The Purchaser and its representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and At the Seller will fully cooperate with, a reasonable number discretion of field examinations and audits of the Loan Assets and the business affairs of the Seller with respect thereto each calendar year. Each such inspection shall be at the sole expense of the Seller; provided that, at the Seller’s expense, (i) prior to the occurrence of a Seller Termination Event, the Purchaser and the Agent Administrative Agent, the Transferor shall be entitled to two (2) such audits in the aggregate during each calendar year and, (ii) after the occurrence of a Seller Termination Event, allow the Purchaser and the Administrative Agent to review the Transferor’s compliance with its obligations under this Agreement and any other Transaction Document to which it is a party, and to conduct an audit of the Sale Portfolio and Required Loan Documents in conjunction with such a review. The Transferor agrees to render to the Administrative Agent and the Purchaser such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided that such assistance shall not interfere in any material respect with the Transferor’s business and operations. So long as no Transferor Termination Event has occurred and is continuing, such visits and inspections shall occur only (x) upon five (5) Business Days' prior written notice and (y) during normal business hours. During the existence of a Transferor Termination Event, there shall be entitled to no limit on the timing of such number of audits per annum and at inspections provided that the Administrative Agent or the Purchaser shall have provided the Transferor with one Business Day notice before any such times as it shall require in its reasonable discretioninspection. The Purchaser and its the Administrative Agent and their representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.1610.15, it or its the Purchaser and the Administrative Agent and their representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller Transferor has a proprietary interest. The Purchaser and its the Administrative Agent and their representatives and successors and assigns each agree that (i) they each shall retain in strict confidence and shall use their best commercially reasonable efforts to ensure that their its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller Transferor any or all of such information, practices, books, correspondence and records furnished to them and (ii) that they will not, and will use their best commercially reasonable efforts to ensure that their its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the SellerTransferor, unless such information is generally available to the public or is required by law to be disclosed.

Rights of Inspection. The Purchaser Contributee and its the Administrative Agent, and each of their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller Contributor will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loan Assets and the business affairs of the Seller with respect thereto Contributor each calendar year, subject to any limitations in the Loan and Servicing Agreement. Each such inspection shall be at the sole expense of the SellerContributor; provided that, at the Seller’s expense, (i) prior to the occurrence that so long as no Servicer Termination Event or Event of a Seller Termination EventDefault has occurred and is continuing, the Purchaser and the Agent Contributor shall be entitled to responsible for the costs and expenses of no more than two (2) such audits on-site visits in the aggregate during each calendar year and, (ii) after the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to such number of audits per annum and at such times as it shall require in its reasonable discretionany 12-month period. The Purchaser Contributee and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller Contributor has a proprietary interest. The Purchaser Contributee and its representatives and successors and assigns each agree that (i) they it shall retain in strict confidence and shall use their best its reasonable efforts to ensure that their its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller Contributor any or all of such information, practices, books, correspondence and records furnished to them and (ii) that they it will not, and will use their best its reasonable efforts to ensure that their its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the SellerContributor, unless such information is generally available to the public or is required by law to be disclosed.

Rights of Inspection. The Purchaser Transferee and its representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller Transferor will fully cooperate with, a reasonable number of field examinations and audits (each an “Inspection”) of the Loan Assets Portfolio Investments and the business affairs of the Seller Transferor with respect thereto each calendar year. Each such inspection Inspection shall be at the sole expense of the Seller; provided thatTransferor that the Transferee shall use commercially reasonable efforts to coordinate audits under this Section 9.16 with any Inspections under Section 6.02(r) of the Credit Agreement. So long as no Event of Default has occurred and is continuing, at the Seller’s expensesuch Inspections shall occur only (a) upon ten (10) days' prior written notice, (ib) prior to during normal business hours and (c) no more than once in any calendar year. Following the occurrence and during the continuance of a Seller Termination Eventan Event of Default, the Purchaser and the Agent there shall be entitled to two (2) such audits in no limit on the aggregate during each calendar year and, (ii) after the occurrence of a Seller Termination Event, the Purchaser and the Agent shall be entitled to such timing or number of audits per annum such Inspections and at such times as it shall require in its reasonable discretiononly one (1) Business Day prior notice will be required before any Inspection. The Purchaser Transferee and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.169.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller Transferor has a proprietary interest. The Purchaser Transferee and its representatives and successors and assigns agree that (i) they shall retain in strict confidence and shall use their best efforts to ensure that their representatives retain in strict confidence and will not disclose without the prior written consent of the Seller Transferor any or all of such confidential and proprietary information, practices, books, correspondence and records furnished to them and (ii) that they will not, and will use their best efforts to ensure that their representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such confidential and proprietary information, practices, books, correspondence and records without the prior written consent of the SellerTransferor, unless such information is generally available to the public or is required by law to be disclosed.