Examination of Records; Audits. (i) From time to time during regular business hours and upon reasonable prior notice, as requested by the Agent, permit the Agent, or its agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of each Originator, the Seller, their respective Affiliates or the agents of each Originator, the Seller or their respective Affiliates, relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (B) to visit the offices and properties of each Originator, the Seller, their respective Affiliates or the agents of each Originator, the Seller or their respective Affiliates, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Receivables and the Related Security or the Seller's performance hereunder or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters, and (ii) once during each fiscal year of the Seller commencing with the fiscal year of the Seller ending on December 31, 2002, and at the request of the Agent at any time and from time to time upon the occurrence and during the continuance of any Event of Investment Ineligibility or event which, with the power of notice or lapse of time or both, would constitute any Event of Investment Ineligibility, at the expense of the Seller and upon reasonable prior notice, cause its independent public accountants (or, upon the occurrence and during the continuance of any Event of Investment Ineligibility or any event that would constitute an Event of Investment Ineligibility but for the requirement that notice be given or time elapse or both, and during any Below Investment Grade Period or Collateral Account Period, permit independent public accountants selected by, or representatives of, the Agent) to perform, and deliver to the Agent a written report of, an audit conducted by such accountants with respect to the Pool Receivables, Credit and Collection Policy, Lock-Box Account activity and the Seller's performance of its obligations under this Agreement, the Fee Letter and the Receivables Contribution and Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit.
Examination of Records; Audits. (i) From time to time upon ten (10) Business Days’ (or, during the continuance of a Triggering Event of the type described in clause (iii), (iv) or (v) of the definition of “Triggering Event”, five (5) Business Days’) prior notice (except that during the continuance of a Potential Event of Termination or Event of Termination, no such notice shall be required) and during regular business hours as requested by the Agent and at the expense of the Agent, if a Potential Event of Termination or Event of Termination does not exist, and otherwise at the expense of the Seller, permit the Agent, or its agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of the Seller, or the agents of the Seller, relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (B) to visit the offices and properties of the Seller, or the agents of the Seller, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Receivables and the Related Security or the Seller’s performance hereunder or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters and designated by the Seller to discuss such matters with the Agent or its agents or representatives. Unless a Potential Event of Termination or Event of Termination is continuing, the Agent agrees to combine any request for any such examinations and visits with any request being made under Section 5.4(f).
Examination of Records; Audits. (i) From time to time upon 2 Business Days’ prior notice (except that during the continuance of an Event of Termination, no such notice shall be required) and during regular business hours as requested by the Agent and at the expense of the Seller, permit the Agent, or its agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of the Seller, or the agents of the Seller, relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (B) to visit the offices and properties of the Seller, or the agents of the Seller, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Receivables and the Related Security or the Seller’s performance hereunder or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters.
Examination of Records; Audits. (i) From time to time upon two (2) Business Days’ prior notice (except that during the continuance of an Event of Termination, no such notice shall be required) and during regular business hours as requested by the Buyer or the Agent and at the expense of the Seller, permit the Buyer or the Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of the Seller, its Affiliates or the agents of the Seller or its Affiliates, relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (B) to visit the offices and properties of the Seller, its Affiliates or the agents of the Seller or its Affiliates, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Receivables and the Related Security or the Seller’s performance hereunder or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters.
Examination of Records; Audits. (i) >From time to time upon two days prior notice and during regular business hours as requested by the Agent (such two days prior notice shall not be required following the occurrence of an Event of Termination), permit the Agent, or its agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of any Originator, the Seller, the Servicer, their respective Affiliates or the agents of such Originator, the Seller, the Servicer or their respective Affiliates, relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (B) to visit the offices and properties of any Originator, the Seller, the Servicer, their respective Affiliates or the agents of such Originator, the Seller, the Servicer, or their respective Affiliates, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Receivables and the Related Security or the Servicer’s performance hereunder or under the Contracts with any of the officers or employees of the Servicer having knowledge of such matters, and (ii) at the request of the Agent within 90 days after the end of each fiscal year of the Servicer commencing with the fiscal year of the Seller ending on December 31, 2003, and at the request of the Agent at any time and from time to time upon the occurrence and during the continuance of any Event of Termination or Potential Event of Termination, at the expense of the Servicer, cause its independent public accountants to perform, and deliver to the Agent, a written report of an audit conducted by such accountants with respect to the Pool Receivables, Credit and Collection Policy, Lock-Box Account activity and the Servicer’s performance of its obligations under this Agreement and each Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit.
Examination of Records; Audits. (i) From time to time upon 2 Business Days’ prior notice (except that during the continuance of an Event of Termination, no such notice shall be required) and during regular business hours as requested by the Agent and at the expense of the Servicer, permit the Agent, or its agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of any Originator, the Servicer, their respective Affiliates (other than the Seller) or the agents of such Originator, the Servicer or their respective Affiliates, relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (B) to visit the offices and properties of any Originator, the Servicer, their respective Affiliates (other than the Seller) or the agents of such Originator, the Servicer, or their respective Affiliates, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Receivables and the Related Security or the Servicer’s performance hereunder or under the Contracts with any of the officers or employees of the Servicer having knowledge of such matters.
Examination of Records; Audits. (i) From time to time upon 2 Business Days’ prior notice (except that during the continuance of an Event of Termination, no such notice shall be required) and during regular business hours as requested by the Agent and at the expense of the Servicer, permit the Agent, or its agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of the Canadian Originator, the Servicer, their respective Affiliates (other than the Seller) or the agents of the Canadian Originator, the Servicer or their respective Affiliates, relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (B) to visit the offices and properties of the Canadian Originator, the Servicer, their respective Affiliates (other than the Seller) or the agents of the Canadian Originator, the Servicer, or their respective Affiliates, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Receivables and the Related Security or the Servicer’s performance hereunder or under the Contracts with any of the officers or employees of the Servicer having knowledge of such matters.
Examination of Records; Audits. (i) From time to time upon five Business Days’ (or, during the continuance of a Liquidity Threshold Event, two Business Days) prior notice (except that during the continuance of a Potential Event of Termination or Event of Termination, no such notice shall be required) and during regular business hours as requested by the SPV or the Agent and at the expense of such Originator (provided that such Originator shall not be required to pay for more than two examinations and/or visits per year unless a Triggering Event exists), permit the SPV or the Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of such Originator, its Affiliates or Subsidiaries or the agents of such Originator or its Affiliates or Subsidiaries, relating to Originator Receivables and the other Receivable Assets, including, without limitation, the related Contracts, and (B) to visit the offices and properties of such Originator, its Affiliates or Subsidiaries or the agents of such Originator or its Affiliates or Subsidiaries, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Originator Receivables and the other Receivable Assets or such Originator’s performance hereunder or under the Contracts with any of the officers or employees of such Originator having knowledge of such matters and designated by such Originator to discuss such matters with the SPV or the Agent or their agents or representatives. Unless a Potential Event of Termination or Event of Termination is continuing, the SPV and the Agent agree to combine any request for any such examinations and visits with any request being made under Sections 5.1(f) and 5.4(e) of the Receivables Purchase Agreement
Examination of Records; Audits. (i) From time to time upon three Business Days’ prior written notice (except that during the continuance of an Event of Termination, no such notice shall be required) and during regular business hours as reasonably requested by the Buyer or the Agent and at the expense of such Seller, permit the Buyer or the Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records in the possession or under the control of such Seller, its Affiliates or the agents of such Seller or its Affiliates, relating to Seller Receivables and the other Receivable Assets, including, without limitation, the related Contracts, and (B) to visit the offices and properties of such Seller, its Affiliates or the agents of such Seller or its Affiliates, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Seller Receivables and the other Receivable Assets or such Seller’s performance hereunder or under the Contracts with any of the officers or employees of such Seller having knowledge of such matters; provided, however, that unless a Potential Event of Termination or an Event of Termination shall have occurred and be continuing, such Seller shall not be required to bear the expense of an examination and visit pursuant to this clause (i) more than twice in any calendar year.
Examination of Records; Audits. (i) The applicable Seller shall furnish to the Administrative Agent, the Co-Collateral Agents and the Purchasers such information concerning the Receivables, the Related Security and the Collections as the Administrative Agent, the Co-Collateral Agents or a Purchaser may reasonably request. The applicable Seller will permit at any time during regular business hours, the Administrative Agent, the Co-Collateral Agents or any Purchaser (or any representatives thereof) (i) to examine and make copies of all Records, (ii) to visit the offices and properties of the applicable Seller for the purpose of examining the Records and (iii) to discuss matters relating hereto with any of the applicable Seller’s officers, directors, employees or independent public accountants having knowledge of such matters. Twice a year (or more frequently in the Administrative Agent’s or the Co-Collateral Agents’ judgment during the occurrence and continuation of a Termination Event), the Administrative Agent or the Co-Collateral Agents may (at the expense of the Sellers based upon the following: (i) a fee of $1,000 per day, per auditor, plus out-of-pocket expenses for each audit performed by personnel employed by Administrative Agent, or (ii) the actual charges paid or incurred by Administrative Agent if it elects to employ the services of an independent public accounting firm) conduct or have an independent public accounting firm conduct an audit of the Records or make test verifications and/or field audits of the Receivables, the Related Security and Collections; provided that prior to the occurrence of a Termination Event, the Administrative Agent and the Co-Collateral Agents may conduct or have an independent public accounting firm conduct an audit of the Records or make test verifications and/or field audits of the Receivables, the Related Security and Collections in excess of twice a year in the Administrative Agent’s or the Co-Collateral Agents’ sole discretion at the Administrative Agent’s or the Co-Collateral Agents’ own expense, as applicable.
