Receivables Review. (i) At any time and from time to time, upon not less than ten (10) Business Days' notice (unless an Event of Default has occurred and is continuing (or the Agent believes in good faith that an Event of Default has occurred and is continuing), in which case no such notice shall be required) permit the Company and the Agent or their respective agents or representatives, (A) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Seller relating to the Receivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit Seller's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by Seller or Seller's performance hereunder with any of the officers or employees of Seller having knowledge of such matters; (ii) to meet with the independent auditors of Seller, to review such auditor's work papers and otherwise to review with such auditors the books and records of Seller with respect to the Receivables and the Related Rights; and (iii) without limiting the provisions of clause (i) next above, from time to time, at Seller's expense, permit certified public accountants or other auditors acceptable to the Agent to conduct a review of its books and records with respect to the Receivables and the Related Rights; provided that, so long as no Event of Default has occurred and is continuing, (x) such reviews mentioned in clauses (i), (ii) and (iii) in this Section 6.1(c) shall not be done more than two (2) times in any one calendar year and (y) Seller shall only be responsible for the costs and expenses of one such review mentioned in clauses (i), (ii) and (iii) in this Section 6.1(c) in any one calendar year.
Receivables Review. (i) From time to time during regular business hours, upon reasonable prior notice as requested by the Company, the Agent or the Insurer, permit the Company, the Agent or the Control Party, or their registered agents or representatives, (A) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Originator relating to Receivables and the Related Rights, including, without limitation, the related Contracts, and (B) to visit the offices and properties of the Originator for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Receivables and the Related Rights or the Originator's performance hereunder or under the Contracts with any of the officers or employees of the Originator having knowledge of such matters; and (ii) without limiting the provisions of clause (i) immediately above, from time to time on request of the Insurer or the Agent, permit certified public accountants or other auditors acceptable to the Insurer or the Agent, as applicable, to conduct a review of its books and records with regards to the Receivables and Related Rights; provided, however, that the Control Party (or if the Control Party is the Majority Purchasers, the Agent) shall not be reimbursed for more than two such examinations in any year (including any examinations conducted pursuant to any other Transaction Document but excluding any audit conducted pursuant to Section 4.2(a) of the Receivables Purchase Agreement unless (x) a Level One Trigger has occurred and is continuing, in which case the Company, the Control Party or the Agent shall be reimbursed for four such examinations per year in addition to any audits conducted pursuant to Section 4.2(a) of the Receivables Purchase Agreement or (y) a Termination Event, Unmatured Termination Event or Control Party Notice Event has occurred, in which case the Control Party (or if the Control Party is the Majority Purchasers, the Agent) shall be reimbursed for all such examinations. The Control Party agrees to notify the Agent of any such examinations and agrees that the Agent can be present at any such examinations."
Receivables Review. (i) At any time and from time to time (but not more than three audits during any calendar year during the term of this Agreement and so long as no Termination Event has occurred and is continuing shall be paid for by Seller) during regular business hours, upon reasonable prior notice, permit the Company and/or the Agent, or their respective agents or representatives, (A) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Originator relating to the Pool Receivables and Related Rights, including, without limitation, the Contracts and other agreements related thereto, and (B) to visit Originator's offices and properties for the purpose of examining such materials described in the foregoing CLAUSE (A) and discussing matters relating to the Pool Receivables and Related Rights or Originator's performance hereunder with any of the officers or employees of Originator having knowledge of such matters; and (ii) without limiting the provisions of CLAUSE (i) next above, from time to time on request of the Agent, permit certified public accountants or other auditors acceptable to the Agent to conduct a review of its books and records with respect to the Pool Receivables and Related Rights.
Receivables Review. At any time and from time to time during regular business hours, upon reasonable prior notice (unless a Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall exist), (i) permit the Company and/or the Administrator, or their respective agents or representatives, (A) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the power, possession or under the control of such Originator relating to the Receivables and Related Rights, including, without limitation, the Contracts and other agreements related thereto, and (B) to visit such Originator's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables and Related Rights or such Originator's performance hereunder with any of the officers or employees of such Originator having knowledge of such matters; and (ii) without limiting the provisions of clause (i) next above, from time to time on request of the Administrator, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to the Receivables and Related Rights. Unless a Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall exist, each Originator shall only be responsible for the cost of one examination described in clause (i) or clause (ii) above in any twelve-month period.
Receivables Review. It will, from time to time as requested by Xxxxx Fargo, at reasonable times and upon reasonable prior notice, permit Xxxxx Fargo or its designee, (i) to have access to its premises during normal business hours and (ii) to have it make available copies of its books and records electronically to Xxxxx Fargo, in each case, for the purposes of inspecting, verifying and auditing its books and records with respect to Receivables arising under any Contract (including the Records and other Related Assets) and discussing matters relating to such Receivables or its financial condition or performance under any Transaction Document or performance under any Contract, in each case, with any of its officers, employees or authorized designees or of the Parents having knowledge of such matters and, after the occurrence and during the continuation of a Termination Event, to take copies of any of the Records relating to transactions subject to this Agreement and to obtain such originals thereof as Xxxxx Fargo may request.
Receivables Review. Supplier will, from time to time as requested by Xxxxx, at reasonable times and upon reasonable prior notice, permit Xxxxx, or its designee, (i) to have access to Supplier’s premises during normal business hours and (ii) to have Supplier make available copies of Supplier’s books and records electronically to Xxxxx, in each case, for the purposes of inspecting, verifying and auditing Supplier’s books and records with respect to the Receivables and Related Assets (including the Records) and discussing matters relating to the Purchased Assets or Supplier’s financial condition or performance under any Transaction Document or performance under any Contract, in each case, with any of the officers or employees of Supplier having knowledge of such matters and to take copies of any of the Records relating to transactions subject to this Agreement and to obtain such originals thereof as Xxxxx may request.
Receivables Review. (i) At any time and from time to time (but, (a) prior to the occurrence of a Purchase and Sale Termination Event or an Unmatured Purchase and Sale Termination Event or (b) unless, in the opinion of the Funding Agents reasonable grounds for insecurity exist with respect to the collectibility of the Receivables or such Originator's performance or ability to perform its obligations under this Agreement, no more frequently than annually) during regular business hours, upon reasonable prior notice, permit the Company and/or the Funding Agents, or their respective agents or representatives, (A) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of such Originator relating to the Receivables and Related Rights, including, without limitation, the Contracts and other agreements related thereto, and (B) to visit such Originator's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables and Related Rights or such Originator's performance hereunder with any of the officers or employees of such Originator having knowledge of such matters; and (ii) without limiting the provisions of clause (i) next above, from time to time (but, (a) prior to the occurrence of a Purchase and Sale Termination Event or an Unmatured Purchase and Sale Termination Event or (b) unless, in the opinion of the Funding Agents reasonable grounds for insecurity exist with respect to the collectibility of the Receivables or such Originator's performance or ability to perform its obligations under this Agreement, no more frequently than annually) on request of the Funding Agents, permit certified public accountants or other auditors acceptable to the Funding Agents to conduct a review of its books and records with respect to the Receivables and Related Rights.
Receivables Review. (i) At any time and from time to time during regular business hours, upon five Business Days' notice (provided that no such notice shall be required if a Termination Event has accrued and is continuing), permit the Company, the Administrative Agent or their respective agents or representatives, (A) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of such Originator relating to the Receivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit such Originator's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by such Originator or such Originator's performance hereunder with any of the officers or employees of such Originator having knowledge of such matters, provided that such Originator shall have the right to have a Responsible Officer present during such discussions; and (ii) to meet with the independent auditors of such Originator, to review such auditors' work papers and otherwise to review with such auditors the books and records of such Originator with respect to the Receivables and the Related Rights, provided that such Originator shall have the -19- right to have a Responsible Officer present during such discussions.
Receivables Review. (i) At any time and from time to time during regular business hours, permit the Purchaser or the Agent or any of their respective agents or representatives, upon at least two Business Days’ prior notice (provided that no such notice shall be required if an Event of Default or Unmatured Event of Default shall have occurred and be continuing) (A) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Seller relating to the Transferred Receivables and Contracts and other agreements and (B) to visit Seller’s offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Transferred Receivables or Seller’s performance hereunder with any of the officers or employees of Seller having knowledge of such matters; and (ii) without limiting the provisions of clause (i) next above, from time to time on request of the Agent, permit internal auditors or employees or agents of the Agent to conduct, at Seller’s expense, a review of its books and records; provided, however, that unless an Event of Default or an Unmatured Event of Default has occurred and is continuing, Seller shall not be required to pay the expenses associated with more than two audits of Seller’s books and records in any calendar year and the aggregate amount in respect of any single audit of Seller shall not exceed $25,000.
Receivables Review. (i) At any time and from time to time during regular business hours, upon reasonable prior notice, permit the Company and/or the Agent, or their respective agents or representatives, (A) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Originator relating to the Receivables and Related Rights, including, without limitation, the Contracts and other agreements related thereto, and (B) to visit the Originator's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables and Related Rights or the Originator's performance hereunder with any of the officers or employees of the Originator having knowledge of such matters; and (ii) without limiting the provisions of clause (i) next above, from time to time on request of the Agent, permit certified public accountants or other auditors acceptable to the Agent to conduct a review of its books and records with respect to the Receivables and Related Rights.
