Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, the Sub-Servicer shall, upon the reasonable request of the Insurer, permit the Insurer or its authorized agents:
(i) to inspect the books and records of the Sub-Servicer as they may relate to the Obligations, the obligations of the Sub-Servicer under the Transaction Documents, and the Transaction;
(ii) to discuss the affairs, finances and accounts of the Sub-Servicer with the chief operating officer and the chief financial officer of the Sub-Servicer; and
(iii) with the Sub-Servicer's consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of the Sub-Servicer with the Sub-Servicer's independent accountants, provided that an officer of the Sub-Servicer shall have the right to be present during such discussions. Such inspections and discussions shall be conducted upon reasonable notice and during normal business hours and shall not unreasonably disrupt the business of the Sub-Servicer. The books and records of the Sub-Servicer shall be maintained at the address of the Sub-Servicer designated herein for receipt of notices, unless the Sub-Servicer shall otherwise advise the parties hereto in writing. The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.
Access to Records; Discussions With Officers and Accountants. On an annual basis, or as often as the Note Insurer deems appropriate upon the occurrence of an Insurance Agreement Event of Default, each COAF Company shall, upon the reasonable request of the Note Insurer, permit the Note Insurer or its authorized agents:
(i) to inspect its books and records as they may relate to the Class A Notes, the obligations of such party under the Transaction Documents, and the Transaction;
(ii) to discuss the affairs, finances and accounts of each COAF Company with the chief operating officer and the chief financial officer of such COAF Company, as the case may be; and
(iii) with any COAF Company’s consent, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of such COAF Company with such company’s independent accountants, provided that an officer of such COAF Company shall have the right to be present during such discussions; provided, however that upon the occurrence of an Insurance Agreement Event of Default, no such consent of the COAF Companies will be required but the Note Insurer will provide reasonable notice to such COAF Company prior to such discussions and such discussions may not create an undue burden on such COAF Company’s or the accountants’ business. Such inspections and discussions shall be conducted during normal business hours at the Note Insurer’s cost and expense and shall not unreasonably disrupt the business of such COAF Company. The books and records of each COAF Company will be maintained at the address of such COAF Company designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing.
Access to Records; Discussions With Officers and Accountants. WFS shall, upon the reasonable request of Financial Security, permit Financial Security's Authorized Agent at reasonable times (i) to inspect such books and records of WFS as may relate to the Notes, the Certificates and the obligations of WFS under this Agreement and the other Transaction Agreements to which WFS is a party; and (ii) to discuss the affairs, finances and accounts of WFS with any of its respective officers, directors and representatives, including its Independent Accountants.
Access to Records; Discussions With Officers and Accountants. To the extent permitted by law and in addition to the applicable requirements of the Security Instruments, each Borrower shall permit the Lender:
(a) to inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower's books and records as may relate to the Obligations or any Mortgaged Property;
(b) to discuss Borrower's affairs, finances and accounts with Senior Management and, solely with respect to any information specific to any Mortgaged Property, any site manager of such Mortgaged Property;
(c) to discuss Borrower's affairs, finances and accounts with its independent public accountants, provided that Borrower's Authorized Representative has been given the opportunity by the Lender to be a party to such discussions; and
(d) to receive any other information that the Lender deems necessary or relevant in connection with the Term Loan, any Loan Document, or the Obligations. Each Borrower shall maintain complete and accurate books and records (i) reflecting all of its business affairs and transactions in accordance with GAAP consistently applied and any applicable regulations, (ii) in sufficient detail to correctly reflect the results of the operation of each Mortgaged Property, and (iii) of all written contracts, leases and other instruments which affect any Mortgaged Property (including but not limited to all bills, invoices and contracts for electrical service, gas service, water and sewer service, waste management service, telephone service and management services). Lender shall have reasonable access to each Borrower's books and records and the books and records relating to the transactions contemplated by the Loan Documents. The books and records of each Borrower and the books and records relating to the transactions contemplated by the provisions of the Loan Documents shall be maintained at the address of the Borrowing Agent set forth in Section 16.08 of this Agreement, unless any Borrower shall otherwise advise Lender in writing. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default, all inspections shall be conducted with prior notice at reasonable times during normal business hours and during a Potential Event of Default all such inspections shall be conducted with one day prior notice.
Access to Records; Discussions With Officers and Accountants. The Trust shall, upon the reasonable request of Financial Security, permit Financial Security's Authorized Agent at reasonable times (i) to inspect such books and records of the Trust as they may relate to the Notes, the Certificates and the obligations of the Trust under this Agreement and the other Transaction Agreements to which the Trust is a party; and (ii) to discuss the affairs, finances and accounts of the Trust with any of its respective officers, directors and representatives, including its Independent Accountants.
Access to Records; Discussions With Officers and Accountants. The Trust shall, upon the request of Financial Security, permit Financial Security or its authorized agents (i) to inspect the books and records of the Trust as they may relate to the Notes, the Receivables and the Other Trust Property, the obligations of the Trust under the Transaction Documents, the Trust's business and the Transaction and (ii) to discuss the affairs, finances and accounts of the Trust with any of its personnel and representatives, including its Independent Accountants. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Trust. The books and records of the Trust will be maintained at the address of the Trust designated herein for receipt of notices, unless the Trust shall otherwise advise the parties hereto in writing.
Access to Records; Discussions With Officers and Accountants. The Seller shall, upon the request of Financial Security, permit Financial Security or its authorized agents (i) to inspect the books and records of the Seller as they may relate to the Notes, the Receivables and the Other Trust Property, the obligations of the Seller under the Transaction Documents, the Seller's business and the Transaction and (ii) to discuss the affairs, finances and accounts of the Seller with any of its officers, directors and representatives, including its Independent Accountants. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Seller. The books and records of the Seller will be maintained at the address of the Seller designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing.
Access to Records; Discussions With Officers and Accountants. The Company shall, upon the reasonable request of Financial Security, permit an authorized agent of Financial Security at reasonable times (i) to inspect such books and records of the Company as may relate to the Notes, the Certificates and the obligations of the Company under this Agreement and the other Transaction Agreements to which the Company is a party; and (ii) to discuss the affairs, finances and accounts of the Company with any of its respective officers, directors and representatives, including its Independent Accountants.
Access to Records; Discussions With Officers and Accountants. To the extent permitted by law and in addition to the applicable requirements of the Security Instruments, Borrower shall permit Lender to:
(a) inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower’s books and records as may relate to the Obligations or any Mortgaged Property;
(b) at any time discuss Borrower’s affairs, finances and accounts with Borrower’s senior management or property managers and independent public accountants; after an Event of Default, discuss Borrower’s affairs, finances and account with Guarantor’s officers, partners and employees;
(c) discuss the Mortgaged Properties’ conditions, operations or maintenance with the managers of such Mortgaged Properties, the officers and employees of Borrower and/or the Guarantor; and
(d) receive any other information that Lender reasonably deems necessary or relevant in connection with any Advance, any Loan Document or the Obligations from the officers and employees of such Borrower or third parties. Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default and in the absence of an emergency, all inspections shall be conducted at reasonable times during normal business hours upon reasonable notice to Borrower.
Access to Records; Discussions With Officers and Accountants. WII shall, upon the reasonable request of Financial Security, permit Financial Security's Authorized Agent at reasonable times (i) to inspect such books and records of WII as may relate to the Notes, the Certificates and the obligations of WII under this Agreement and the other Transaction Agreements to which WII is a party; and (ii) to discuss the affairs, finances and accounts of WII with any of its respective officers, directors and representatives, including its Independent Accountants.
