Access to Records and Documents. (i) Upon reasonable advance notice and during normal business hours, the Borrower shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, any Lender (or any Person designated by the Administrative Agent or such Lender) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Report (including cash receipt and application and calculation of ratios), but in any event no more than twice during any fiscal year of the Borrower (or as often and at any time in the sole discretion of the Administrative Agent following the occurrence and continuation of an Unmatured Event of Default or an Event of Default), of (x) the Servicer’s, the Parent’s and the Borrower’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, (y) all of the Related Documents, including access to each electronic portal maintained by the Servicer, the Borrower or any third-party service provider and (z) a list of all Receivables then owned by the Borrower, together with the Servicer’s reconciliation of such list to that set forth in each of the Weekly Report and the Biweekly Report, indicating the cumulative addition, subtraction and repurchase of Receivables under each Receivable Purchase Agreement. (ii) The Borrower shall be responsible for the reasonable costs and expenses for two visits per calendar year requested by the Administrative Agent, unless an Unmatured Event of Default or an Event of Default has occurred and is continuing, in which case the Borrower shall be responsible for all reasonable costs and expenses for each visit. (iii) The Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each Seller, the Servicer and the Backup Servicer, (B) consult with the Administrative Agent (or any Person designated by the Administrative Agent) in connection with, and allow Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, any exercise of any similar inspection or audit rights granted to it with respect to each Seller, the Servicer or the Backup Servicer, and (C) use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative Agent, or promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative Agent. In the event the Borrower has not exercised any such inspection rights granted to it, the Administrative Agent may request the Borrower to exercise such rights, and the Borrower shall comply with any such reasonable request to exercise inspection and audit rights.
Appears in 5 contracts
Sources: Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.)
Access to Records and Documents. (i) Upon reasonable advance written notice and during normal business hours, the Borrower shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, with any Lender (or any Person designated by the Administrative Agent or such Lender) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Monthly Report (including cash receipt and application and calculation of ratios), but in any event no more than twice once during any fiscal year of the Borrower (or as often and at any time in the sole discretion of the Administrative Agent or the Initial Class B Lender following the occurrence and continuation of an Unmatured Event of Default or an Event of Default), of (x) the Servicer’s, the Parent’s and the Borrower’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, (y) all of the Related Documents, including access to each electronic portal maintained by the Servicer, the Borrower or any third-party service provider and (z) a list of all Receivables then owned by the Borrower, together with the Servicer’s reconciliation of such list to that set forth in each of the Weekly Report and the Biweekly ReportMonthly Reports, indicating the cumulative addition, subtraction and repurchase of Receivables under each the Receivable Purchase Agreement.
(ii) The Borrower shall be responsible for the reasonable costs and expenses for two visits one visit per calendar year requested by the Administrative Agent, unless an Unmatured Event of Default or an Event of Default has occurred and is continuing, in which case the Borrower shall be responsible for all reasonable costs and expenses for each visit.
(iii) The Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each the Seller, the Servicer, the Backup Servicer and the Backup ServicerCustodian, (B) consult with the Administrative Agent and the Initial Class B Lender (or any Person designated by the Administrative AgentAgent or the Initial Class B Lender) in connection with, and allow the Administrative Agent and the Initial Class B Lender (or any Person designated by the Administrative AgentAgent or the Initial Class B Lender) to join the Borrower in, any exercise of any similar inspection or audit rights granted to it with respect to each the Seller, the Servicer, Backup Servicer or the Backup ServicerCustodian, and (C) use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative AgentAgent and the Initial Class B Lender, or promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative AgentAgent and the Initial Class B Lender. In the event the Borrower has not exercised any such inspection rights granted to it, the Administrative Agent may request the Borrower to exercise such rights, and the Borrower shall comply with any such reasonable request to exercise inspection and audit rights.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (BILL Holdings, Inc.), Revolving Credit and Security Agreement (Bill.com Holdings, Inc.)
Access to Records and Documents. (i) Upon As often as the Administrative Agent may reasonably request, upon reasonable advance notice and during normal business hours, the Borrower shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, with any Lender (or any Person designated by the Administrative Agent or such Lender) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Report (including cash receipt and application and calculation of ratios)intervals, but in any event no more than twice during any fiscal year of the Borrower (Borrower, or as often and at any time in the sole discretion of the Administrative Agent following the occurrence and continuation of an Unmatured Event of Default or an Event of Default), in each case, which remains continuing, of (xi) the Servicer’s, the Parent’s and the Borrower’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents Contracts and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (yii) all of the Related DocumentsContracts, in each case, for the avoidance of doubt, including access to each electronic portal maintained by the Servicer, Servicer or the Electronic Collateral Custodian upon which any Contract or any other records relating to the Collateral Receivables or other Collateral may be posted and the ability to review and access any payment history with respect to the Collateral that the Borrower or the Collateral Custodian may have access to through an electronic portal or otherwise. Any Person entitled to jointly visit and inspect the Borrower’s records with the Administrative Agent under this clause (e) may only exercise such rights under this clause (e) twice during any third-party service provider and (z) a list fiscal year of all Receivables then owned by the Borrower, together with or as often and at any time in the Servicer’s reconciliation of such list to that set forth in each sole discretion of the Weekly Report and Administrative Agent following the Biweekly Report, indicating the cumulative addition, subtraction and repurchase occurrence of Receivables under each Receivable Purchase Agreement.
(ii) an Unmatured Event of Default or an Event of Default which remains continuing. The Borrower shall be responsible for the reasonable costs and expenses for two simultaneous visits per calendar year requested by the Administrative Agent, Agent unless an Unmatured Event of Default or an Event of Default has occurred and is continuing, in which case the Borrower shall be responsible for all reasonable costs and expenses for each visit.
(iii) The Borrower . It shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each Seller, the Servicer and the Backup Servicer, (B) also consult with the Administrative Agent (or any Person designated by the Administrative Agent) in connection with, and allow Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, with any exercise of any similar inspection or audit rights granted to it with respect to each Sellerthe Servicer, the Servicer Seller or the Backup ServicerOriginator, and (C) will use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative Agent, or will promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative Agent. In the event the Borrower has not exercised any such inspection rights granted to it, the Administrative Agent may request the Borrower to exercise such rights, and the Borrower shall will comply with any such reasonable request to exercise inspection and audit rights.
Appears in 2 contracts
Sources: Amended and Restated Revolving Credit and Security Agreement (Lendbuzz Inc.), Revolving Credit and Security Agreement (Lendbuzz Inc.)
Access to Records and Documents. (i) Upon reasonable advance notice and during normal business hours, the Borrower shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, any Participant, Lender (or any Person designated by the Administrative Agent or such LenderLender or Participant) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations audits, and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Monthly Report (including cash receipt and application and calculation of ratios), but in any event no more than twice during any fiscal year of the Borrower (or as often and at any time in the sole discretion of the Administrative Agent following the occurrence and continuation of an Unmatured Event of Default or an Event of Default), of (x) the Servicer’s, the Parent’s and the Borrower’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, (y) all of the Related Documents, including access to each electronic portal maintained by the Servicer, the Borrower or any third-party service provider and (z) a list of all Receivables then owned by the Borrower, together with the Servicer’s reconciliation of such list to that set forth in each of the Weekly Report and the Biweekly Monthly Report, indicating the cumulative addition, subtraction and repurchase of Receivables under each Receivable Purchase Agreement.
(ii) The Borrower shall be responsible for the reasonable costs and expenses for two visits one visit per calendar year quarter requested by the Administrative AgentAgent or the Lenders, unless an Unmatured Event of Default or an Event of Default has occurred and is continuing, in which case the Borrower shall be responsible for all reasonable costs and expenses for each visit.
(iii) The Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each Seller, the Servicer and the Backup Servicer, (B) consult with the Administrative Agent (or any Person designated by the Administrative Agent) in connection with, and allow Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, any exercise of any similar inspection or audit rights granted to it with respect to each Seller, the Servicer or the Backup Servicer, and (C) use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative AgentAgent and the Lenders, or promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative AgentAgent and the Lenders. In the event the Borrower has not exercised any such inspection rights granted to it, the Administrative Agent may request the Borrower to exercise such rights, and the Borrower shall comply with any such reasonable request to exercise inspection and audit rights.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.)
Access to Records and Documents. (i) Upon As often as the Administrative Agent may reasonably request, upon reasonable advance notice and during normal business hours, the Borrower Servicer shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, with any Lender (or any Person designated by the Administrative Agent or such Lender) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Report (including cash receipt and application and calculation of ratios)intervals, but in any event no more than twice during any fiscal year of the Borrower (Servicer, or as often and at any time in the sole discretion of the Administrative Agent following the occurrence and continuation of an Unmatured Event of Default or an Event of Default), in each case, which remains continuing, of (xi) the Servicer’s, the Parent’s and the Borrower’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (yii) all of the Related DocumentsContracts, in each case, for the avoidance of doubt, including access to each electronic portal maintained by the Servicer, Servicer or the Borrower Collateral Custodian upon which any Related Documents or any third-party service provider other records relating to the Collateral Receivables or other Collateral may be posted and (z) a list of all Receivables then owned by the Borrower, together ability to review and access any payment history with respect to the Collateral that the Servicer or the Collateral Custodian may have access to through an electronic portal or otherwise. Any Person entitled to jointly visit and inspect the Servicer’s reconciliation of records with the Administrative Agent under this clause (e) may only exercise such list to that set forth in each rights under this clause (e) twice during any fiscal year of the Weekly Report Servicer, or as often and at any time following the Biweekly Report, indicating the cumulative addition, subtraction and repurchase occurrence of Receivables under each Receivable Purchase Agreement.
(ii) an Unmatured Event of Default or an Event of Default which remains continuing. The Borrower Servicer shall be responsible for the reasonable costs and expenses for two simultaneous visits per calendar year requested by the Administrative Agent, unless an Unmatured Event of Default or an Event of Default has occurred and is continuing, in which case the Borrower . It shall be responsible for all reasonable costs and expenses for each visit.
(iii) The Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each Seller, the Servicer and the Backup Servicer, (B) also consult with the Administrative Agent (or any Person designated by the Administrative Agent) in connection with, and allow Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, with any exercise of any similar inspection or audit rights granted to it with respect to each Sellerthe Borrower, the Servicer Seller or the Backup ServicerOriginator, and (C) will use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative Agent, or will promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative Agent. In the event the Borrower Servicer has not exercised any such inspection rights granted to it, the Administrative Agent may request the Borrower Servicer to exercise such rights, and the Borrower shall Servicer will comply with any such reasonable request to exercise inspection and audit rights.
Appears in 2 contracts
Sources: Amended and Restated Revolving Credit and Security Agreement (Lendbuzz Inc.), Revolving Credit and Security Agreement (Lendbuzz Inc.)
Access to Records and Documents. (i) Upon reasonable advance written notice and during normal business hours, the Borrower shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, with any Lender (or any Person designated by the Administrative Agent or such Lender) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Monthly Report (including cash receipt and application and calculation of ratios), but in any event no more than twice once during any fiscal year of the Borrower (or as often and at any time in the sole discretion of the Administrative Agent following the occurrence and continuation of an Unmatured Event of Default or an Event of Default), of (x) the Servicer’s, the Parent’s and the Borrower’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, (y) all of the Related Documents, including access to each electronic portal maintained by the Servicer, the Borrower or any third-party service provider and (z) a list of all Receivables then owned by the Borrower, together with the Servicer’s reconciliation of such list to that set forth in each of the Weekly Report and the Biweekly ReportMonthly Reports, indicating the cumulative addition, subtraction and repurchase of Receivables under each the Receivable Purchase Agreement.
(ii) The Borrower shall be responsible for the reasonable costs and expenses for two visits one visit per calendar year requested by the Administrative Agent, unless an Unmatured Event of Default or an Event of Default has occurred and is continuing, in which case the Borrower shall be responsible for all reasonable costs and expenses for each visit.
(iii) The Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each the Seller, the Servicer, the Backup Servicer and the Backup ServicerCustodian, (B) consult with the Administrative Agent (or any Person designated by the Administrative Agent) in connection with, and allow the Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, any exercise of any similar inspection or audit rights granted to it with respect to each the Seller, the Servicer, Backup Servicer or the Backup ServicerCustodian, and (C) use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative Agent, or promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative Agent. In the event the Borrower has not exercised any such inspection rights granted to it, the Administrative Agent may request the Borrower to exercise such rights, and the Borrower shall comply with any such reasonable request to exercise inspection and audit rights.
Appears in 1 contract
Access to Records and Documents. (i) Upon reasonable advance notice and during normal business hours, the Borrower Loan Parties shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, any Lender (or any Person designated by the Administrative any Agent or such Lender) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Report (including cash receipt and application and calculation of ratios), but in any event no more than twice during any fiscal year of the Borrower one (1) time per year, or as often and at any time in the sole discretion of the Administrative Agent Required Lenders following the occurrence and continuation of an Unmatured Event of Default or an Event of Default)which remains continuing and has not been waived, of (xi) the Servicer’s, the ParentManager’s and the Borrowereach Loan Party’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, (yii) all any Collateral Documents and the ability to review and access any payment history with respect to the Collateral in the possession of the Related Documents, including access or reasonably available to each electronic portal maintained by the Servicer, the Borrower any Loan Party or any third-party service provider Manager and (ziii) a list listing or other description of all Receivables assets then owned by the Borrowereach Loan Party that are contemplated to generate any material amount of Collections, together with information sufficient to reconcile such listings with the Servicer’s reconciliation of such list to that set forth information contained in each of the Weekly Report Appraisals and the Biweekly Report, indicating the cumulative addition, subtraction and repurchase of Receivables under each Receivable Purchase Agreement.
(ii) Periodic Reports. The Borrower Loan Parties shall be responsible for the reasonable costs and expenses for two visits one such visit per calendar year requested by the Administrative AgentAgent (at the written direction of the Required Lenders), unless up to $50,000 per annum (which amount shall be in the aggregate for any visit conducted prior to an Unmatured Event of Default or under the Facility Documents), unless an Event of Default has occurred and is continuing, in which case the Borrower Loan Parties shall be responsible for all reasonable costs and expenses for each visit.
. The Loan Parties (iii) The Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each Seller, the Servicer and the Backup Servicer, (BManager on their behalf) shall also consult with the Administrative Agent Required Lenders (or any Person designated by the Administrative AgentRequired Lenders) in connection with, and allow Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, with any exercise of any similar inspection or audit rights granted to it with respect to each Sellerany Manager, the Servicer any Obligor or the Backup Servicerany other Person, and (C) will use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative AgentRequired Lenders, or will promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative AgentRequired Lenders. In the event the Borrower a Loan Party has not exercised any such inspection rights granted to it, the Administrative Agent may Agent, solely if directed by the Required Lenders, shall request the Borrower such Loan Party to exercise such rights, and the Borrower shall such Loan Party will use reasonable efforts to comply with any such reasonable request to exercise inspection and audit rights.
Appears in 1 contract
Sources: Credit and Security Agreement (Warner Music Group Corp.)
Access to Records and Documents. (i) Upon reasonable advance notice and during normal business hours, the Borrower Loan Parties shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, any Lender (or any Person designated by the Administrative any Agent or such Lender) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Report (including cash receipt and application and calculation of ratios), but in any event no more than twice during any fiscal year of the Borrower one (1) time per year, or as often and at any time in the sole discretion of the Administrative Agent Required Lenders following the occurrence and continuation of an Unmatured Event of Default or an Event of Default)which remains continuing and has not been waived, of (xi) the Servicer’s, the ParentManager’s and the Borrowereach Loan Party’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, (yii) all any Collateral Documents and the ability to review and access any payment history with respect to the Collateral in the possession of the Related Documents, including access or reasonably available to each electronic portal maintained by the Servicer, the Borrower any Loan Party or any third-party service provider Manager and (ziii) a list listing or other description of all Receivables assets then owned by the Borrowereach Loan Party that are contemplated to generate any material amount of Collections, together with information sufficient to reconcile such listings with the Servicer’s reconciliation of such list to that set forth information contained in each of the Weekly Report Appraisals and the Biweekly Report, indicating the cumulative addition, subtraction and repurchase of Receivables under each Receivable Purchase Agreement.
(ii) Periodic Reports. The Borrower Loan Parties shall be responsible for the reasonable costs and expenses for two visits one such visit per calendar year requested by the Administrative AgentAgent (at the written direction of the Required Lenders), unless up to $50,000 per annum (which amount shall be in the aggregate for any visit conducted prior to an Unmatured Event of Default or under the Facility Documents), unless an Event of Default has occurred and is continuing, in which case the Borrower Loan Parties shall be responsible for all reasonable costs and expenses for each visit.
. The Loan Doc#: US1:27042256v21 Parties (iii) The Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each Seller, the Servicer and the Backup Servicer, (BManager on their behalf) shall also consult with the Administrative Agent Required Lenders (or any Person designated by the Administrative AgentRequired Lenders) in connection with, and allow Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, with any exercise of any similar inspection or audit rights granted to it with respect to each Sellerany Manager, the Servicer any Obligor or the Backup Servicerany other Person, and (C) will use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative AgentRequired Lenders, or will promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative AgentRequired Lenders. In the event the Borrower a Loan Party has not exercised any such inspection rights granted to it, the Administrative Agent may Agent, solely if directed by the Required Lenders, shall request the Borrower such Loan Party to exercise such rights, and the Borrower shall such Loan Party will use reasonable efforts to comply with any such reasonable request to exercise inspection and audit rights.
Appears in 1 contract
Sources: Credit and Security Agreement (Warner Music Group Corp.)
Access to Records and Documents. (i) Upon reasonable advance notice and during normal business hours, the Borrower shall permit the Administrative Agent, jointly with, at the invitation of the Administrative Agent, any Lender (or any Person designated by the Administrative Agent or such Lender) to visit and inspect and make copies thereof at reasonable intervals and conduct evaluations audits, and appraisals of the Borrower’s and the Servicer’s, as applicable, computation of the Borrowing Base and the assets sold by the Seller included in the Borrowing Base and the components of the Weekly Report and the Biweekly Report (including cash receipt and application and calculation of ratios), but in any event no more than twice during any fiscal year of the Borrower (or as often and at any time in the sole discretion of the Administrative Agent following the occurrence and continuation of an Unmatured Event of Default or an Event of Default), of (x) the Servicer’s, the Parent’s and the Borrower’s books, records and accounts relating to its business, financial condition, operations, assets, the Collateral and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, (y) all of the Related Documents, including access to each electronic portal maintained by the Servicer, the Borrower or any third-party service provider and (z) a list of all Receivables then owned by the Borrower, together with the Servicer’s reconciliation of such list to that set forth in each of the Weekly Report and the Biweekly Report, indicating the cumulative addition, subtraction and repurchase of Receivables under each Receivable Purchase Agreement.
(ii) The Borrower shall be responsible for the reasonable costs and expenses for two visits one visit per calendar year quarter requested by the Administrative AgentAgent or the Lenders, unless an Unmatured Event of Default or an Event of Default has occurred and is continuing, in which case the Borrower shall be responsible for all reasonable costs and expenses for each visit.
(iii) The Borrower shall (A) obtain and maintain similar inspection and audit rights under the Facility Documents with each Seller, the Servicer and the Backup Servicer, (B) consult with the Administrative Agent (or any Person designated by the Administrative Agent) in connection with, and allow Administrative Agent (or any Person designated by the Administrative Agent) to join the Borrower in, any exercise of any similar inspection or audit rights granted to it with respect to each Seller, the Servicer or the Backup Servicer, and (C) use commercially reasonable efforts to have the findings of any such inspection provided directly to the Administrative AgentAgent and the Lenders, or promptly provide any such findings provided to it in connection with the exercise of such inspection rights to the Administrative AgentAgent and the Lenders. In the event the Borrower has not exercised any such inspection rights granted to it, the Administrative Agent may request the Borrower to exercise such rights, and the Borrower shall comply with any such reasonable request to exercise inspection and audit rights.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Sezzle Inc.)