Audits TC. The Borrower shall (and shall cause each Originator to), from time to time during regular business hours, but no more frequently than annually unless (x) an Event of Default has occurred and is continuing or (y) in the opinion of the Administrator (with 749336112 22708133 the consent or at the direction of the Majority Lenders) reasonable grounds for insecurity exist with respect to the collectibility of a material portion of the Pool Receivables or with respect to the Borrower’s performance or ability to perform in any material respect its obligations under this Agreement, as reasonably requested in advance (unless an Event of Default exists) by the Administrator or any Lender, permit the Administrator or any Lender, or agent or representatives of the Administrator or any Lender: (i) to examine and make copies of and abstracts from all books, records and documents (including computer tapes and disks) in the possession or under the control of the Borrower (or any such Originator) relating to Receivables and the Related Security, including the related Contracts, and (ii) to visit the offices and properties of the Borrower and the Originators for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Receivables and the Related Security or the Borrower’s, Xxxxxxxxxxx’x or the Originator’s performance under the Transaction Documents or under the Contracts with any of the officers, employees or agents of the Borrower, Worthington or the Originator having knowledge of such matters and (iii) without limiting clauses (i) and (ii) above, to engage certified public accountants or other auditors acceptable to the Borrower and the Administrator to conduct, at the Borrower’s expense, a review of the Borrower’s books and records with respect to such Receivables.
Audits TC. The Servicer and, to the extent that it ceases to be the Servicer, Worthington, shall (and shall cause each Originator to), from time to time during regular business hours, but no more frequently than annually unless (x) an Event of Default has occurred and is continuing or (y) in the opinion of the Administrator (with the consent or at the direction of the Majority Lenders) reasonable grounds for insecurity exist with respect to the collectibility of a material portion of the Pool Receivables or with respect to the Servicer’s performance or ability to perform in any material respect its obligations under this Agreement, as reasonably requested in advance (unless an Event of Default exists) by the Administrator or a Lender, permit the Administrator or a Lender, or of the Administrator or any Lender agent or representative: (i) to examine and make copies of and abstracts from all books, records and documents (including computer tapes and disks) in its possession or under its control relating to Receivables and the Related Security, including the related Contracts; and (ii) to visit its offices and properties for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Receivables and the Related Security or its performance hereunder or under the Contracts with any of its officers, employees or agents having knowledge of such matters and (iii) without limiting clauses (i) and (ii) above, to engage certified public accountants or other auditors acceptable to the Servicer and the Administrator to conduct, at the Servicer’s expense, a review of the Servicer’s books and records with respect to such Receivables.
