Common use of Access to Certain Documentation; Obligors Clause in Contracts

Access to Certain Documentation; Obligors. (a) The Agent and the Backup Servicer (and their respective agents or professional advisors) shall, at the expense of the Borrower, have the right under this Agreement, once during each calendar year (and with five days prior written notice if ▇▇▇▇▇ Fargo is acting as successor Servicer), to examine and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, financial statements or other information of the Servicer and/or the Borrower, or held by another for the Servicer or the Borrower or on its behalf, concerning this Agreement, provided that the Borrower shall not be responsible for the expenses of the Agent or the Backup Servicer to the extent that such expenses exceed, together with the expenses in connection with an Accountants’ Report delivered in connection with Section 6.12(b)(i), $30,000 in the aggregate in any calendar year unless an Event of Default or Servicer Default has occurred or unless otherwise agreed by the Borrower. Notwithstanding the foregoing, the Agent and the Backup Servicer (and their respective agents or professional advisors) shall, at the expense of the Borrower and as frequently as the Agent or Backup Servicer may desire, have the right under this Agreement after the occurrence and during the continuance of an Event of Default or Servicer Default or after the occurrence of the Program Termination Date to examine and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records or other information of the Servicer and/or the Borrower, or held by another for the Servicer or the Borrower or on its behalf, concerning this Agreement. The Lenders, the Agent and the Backup Servicer (and their respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided that the Agent may disclose such information to the Lenders; and, provided further that the Lenders, the Backup Servicer or the Agent (and their respective agents or professional advisors) shall treat such information as confidential except to the extent required to disclose such information by law or by any regulatory authority. (b) The Agent (and its agents or professional advisors) shall, at their own expense and with the Servicer’s prior written consent (as long as the Servicer is ▇▇▇▇▇▇ or any Affiliate of ▇▇▇▇▇▇), have the right under this Agreement to contact a reasonable number of Obligors with respect to any Pledged Receivables in order to procure such information related to such Obligor, the related Contract, and the Pledged Receivables and the other Collateral as the Agent deems reasonable under the circumstances. The Servicer and the Borrower hereby agree to cooperate with the Agent (and its agents or professional advisors) in connection with any attempt thereby to contact any such Obligor and shall provide to the Agent such information as is needed in order to facilitate such contact. The Lenders and the Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during any such contact with any such Obligor which is not already publicly known or available; provided that the Agent may disclose such information to the Lenders; and, provided further that the Lenders or the Agent (and their respective agents or professional advisors) shall treat such information as confidential except to the extent required to disclose such information by law or by any regulatory authority.

Access to Certain Documentation; Obligors. (a) The Lender or the Agent and the Backup Servicer (and their respective agents or professional advisors) shall, shall at the expense of the Borrower, have the right under this Agreement, once twice during each calendar year (and with providing not less than five days (5) Business Days’ prior written notice if ▇▇▇▇▇ Fargo the Backup Servicer is acting as successor the Servicer), to examine and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, financial statements or other information of the Servicer and/or the Borrower, or held by another for the Servicer or the Borrower or on its behalf, concerning this Agreement, provided provided, that the Borrower shall not be responsible for the expenses of the Agent or and the Backup Servicer Lender to the extent that such expenses exceed, together with the expenses in connection with an Accountants’ Report delivered in connection with Section 6.12(b)(i), exceed $30,000 in the aggregate in any calendar year unless an Event of Default or Servicer Default has occurred or unless otherwise agreed by the Borroweroccurred. Notwithstanding the foregoing, the Lender or the Agent and the Backup Servicer (and their respective agents or professional advisors) shall, at the expense of the Borrower and as frequently as the Lender or the Agent or Backup Servicer may desire, have the right under this Agreement after the occurrence and during the continuance of an Event of Default Default, Early Amortization Event or Servicer Default or after the occurrence of the Program Termination Date to examine and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records or other information of the Servicer and/or or the Borrower, or held by another for the Servicer or the Borrower or on its behalf, concerning this Agreement. The Lenders, Lender and the Agent and the Backup Servicer (and their respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided provided, however, that the Lender or the Agent may disclose such information to the Lenders; and, provided further that the Lenders, the Backup Servicer or the Agent (and their respective agents or professional advisors) shall treat such information as confidential except to the extent if required to disclose such information do so by law or by any regulatory authority. (b) The Lender or the Agent (and its their respective agents or professional advisors) shall, at their own expense and with the Servicer’s prior written consent (as long as the Servicer is ▇▇▇▇▇▇ or any Affiliate of ▇▇▇▇▇▇)expense, have the right under this Agreement once each calendar quarter to contact a reasonable number of Obligors with respect to any Receivables which are Pledged Receivables hereunder in order to procure such information related to such Obligor, the related Contract, and the Pledged Receivables and the other Collateral Pledged Assets as the Lender or the Agent deems reasonable under the circumstancescircumstances to perform positive confirmations on the Receivables in accordance with procedures mutually agreed upon by the Agent and the Servicer. The Servicer and the Borrower hereby agree to cooperate with the Lender and the Agent (and its their respective agents or professional advisors) in connection with any attempt thereby to contact any such Obligor and shall provide to the Lender and the Agent such information as is needed in order to facilitate such contact. The Lenders Lender and the Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during any such contact with any such Obligor which is not already publicly known or available; provided provided, however, that the Agent may disclose such information to the Lenders; and, provided further that the Lenders Lender or the Agent (and their respective agents or professional advisors) shall treat such information as confidential except to the extent required to may disclose such information if required to do so by law or by any regulatory authority. (c) From time to time, and at the sole expense of Borrower, the Agent or its designee may request that the Borrower conduct background checks and investigations of Borrower’s principals or key employees, using an established and reputable commercial background check company acceptable to Agent.

Access to Certain Documentation; Obligors. (a) The Lender or the Agent and the Backup Servicer (and their respective agents or professional advisors) shall, shall at the expense of the Borrower, have the right under this Agreement, once during each calendar year (and with five days year, upon reasonable prior written notice if ▇▇▇▇▇ Fargo is acting as successor to the Servicer), to examine and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, financial statements or other information of the Servicer and/or the BorrowerServicer, or held by another for the Servicer or the Borrower or on its behalf, concerning this Agreement, provided that the Borrower shall not be responsible for the expenses of . The Lender and the Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during such examination which is not already publicly known or available; provided, however, the Lender or the Backup Servicer Agent may disclose such information if required to the extent that such expenses exceed, together with the expenses in connection with an Accountants’ Report delivered in connection with Section 6.12(b)(i), $30,000 in the aggregate in do so by law or by any calendar year unless an Event regulatory authority. Without limitation of Default or Servicer Default has occurred or unless otherwise agreed by the Borrower. Notwithstanding the foregoing, the Agent Servicer and the Backup Servicer Borrower acknowledge and agree that at least four (4) times during each calendar year the Agent (and their its respective agents or professional advisors) shall, at the expense of Agent's own expense, upon reasonable prior notice to the Borrower Servicer and as frequently as the Agent or Backup Servicer may desireBorrower, have the right under this Agreement after the occurrence and during the continuance of an Event of Default or Servicer Default or after the occurrence of the Program Termination Date to examine and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records or other information of the Servicer and/or the Borrower, Borrower or held by another for the Servicer or and/or the Borrower or on its behalf, behalf concerning this Agreement. Agreement and compliance therewith. (b) The Lenders, the Agent and the Backup Servicer (and their respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided that the Agent may disclose such information to the Lenders; and, provided further that the Lenders, the Backup Servicer Lender or the Agent (and their respective agents or professional advisors) shall treat such information as confidential except to the extent required to disclose such information by law or by any regulatory authority. (b) The Agent (and its agents or professional advisors) shall, at their own expense and with the Servicer’s prior written consent (as long as the Servicer is ▇▇▇▇▇▇ or any Affiliate of ▇▇▇▇▇▇)expense, have the right under this Agreement to to, not more frequently than once each calendar quarter, contact a reasonable number of the Obligors with respect to any Receivables which are Pledged Receivables hereunder in order to procure such information related to such Obligor, the related ContractContracts, and the Pledged Receivables and as the other Collateral as Lender or the Agent deems reasonable under the circumstances. The Servicer and the Borrower hereby agree to cooperate with the Lender and the Agent (and its their respective agents or professional advisors) in connection with any attempt thereby to contact any such Obligor and shall provide to the Lender and the Agent such information as is needed in order to facilitate such contact. The Lenders Lender and the Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during any such contact with any such Obligor which is not already publicly known or available; provided that provided, however, the Agent may disclose such information to the Lenders; and, provided further that the Lenders Lender or the Agent (and their respective agents or professional advisors) shall treat such information as confidential except to the extent required to may disclose such information if required to do so by law or by any regulatory authority.

Access to Certain Documentation; Obligors. (a) The Lender or the Agent and the Backup Servicer (and their respective agents or professional advisors) shall, shall at the expense of the Borrower, have the right under this Agreement, once during each calendar year (and with five days quarter, upon reasonable prior written notice if ▇▇▇▇▇ Fargo is acting as successor to the Servicer), to examine and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, financial statements or other information of the Servicer and/or the Borrower, or held by another for the Servicer or the Borrower or on its behalf, concerning this Agreement, provided provided, that the Borrower shall not be responsible for the expenses of the Agent or and the Backup Servicer Lender to the extent that such expenses exceed, together with the expenses in connection with an Accountants’ Report delivered in connection with Section 6.12(b)(i), exceed $30,000 25,000 in the aggregate in any calendar year unless an Event of Default year. The Lender or Servicer Default has occurred or unless otherwise agreed by the Borrower. Notwithstanding the foregoing, the Agent and the Backup Servicer (and their respective agents or professional advisors) shall, shall at the expense of the Borrower and as frequently as the Lender or the Agent or Backup Servicer may desire, have the right under this Agreement after the occurrence and during the continuance of an Event of Default or Servicer Default or after Default, upon reasonable prior notice to the occurrence of the Program Termination Date Servicer, to examine and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records or other information of the Servicer and/or or the Borrower, or held by another for the Servicer or the Borrower or on its behalf, concerning this Agreement. The Lenders, Lender and the Agent and the Backup Servicer (and their respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided provided, however, that the Lender or the Agent may disclose such information to the Lenders; and, provided further that the Lenders, the Backup Servicer or the Agent (and their respective agents or professional advisors) shall treat such information as confidential except to the extent if required to disclose such information do so by law or by any regulatory authority. (b) The Lender or the Agent (and its their respective agents or professional advisors) shall, at their own expense and with the Servicer’s prior written consent (as long as the Servicer is ▇▇▇▇▇▇ or any Affiliate of ▇▇▇▇▇▇)expense, have the right under this Agreement to to, not more frequently than once each calendar quarter, contact a reasonable number of Obligors with respect to any Receivables which are Pledged Receivables hereunder in order to procure such information related to such Obligor, the related Contract, Contract and the Pledged Receivables and as the other Collateral as Lender or the Agent deems reasonable under the circumstances. The Servicer and the Borrower hereby agree to cooperate with the Lender and the Agent (and its their respective agents or professional advisors) in connection with any attempt thereby to contact any such Obligor and shall provide to the Lender and the Agent such information as is needed in order to facilitate such contact. The Lenders Lender and the Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during any such contact with any such Obligor which is not already publicly known or available; provided provided, however, that the Agent may disclose such information to the Lenders; and, provided further that the Lenders Lender or the Agent (and their respective agents or professional advisors) shall treat such information as confidential except to the extent required to may disclose such information if required to do so by law or by any regulatory authority.