Common use of Receivables Review Clause in Contracts

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) At any time and from time to time, upon not less than ten five (105) Business Days' notice (unless an a Liquidation Event of Default has occurred and is continuing (or the Administrative Agent believes in good faith that an a Liquidation Event of Default has occurred and is continuing), in which case no such notice shall be required) permit the Company and 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 Seller relating to the Receivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit such 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 such Seller or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; (ii) to meet with the independent auditors of such Seller, to review such auditor's work papers and otherwise to review with such auditors the books and records of such 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 such Seller's expense, permit certified public accountants or other auditors acceptable to the Administrative 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 Liquidation 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 four (24) times in any one calendar year and (y) Seller the Sellers 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) At any time and from time to time, upon not less than ten five (105) Business Days' notice (unless an a Liquidation Event of Default has occurred and is continuing (or the Administrative Agent believes in good faith that an a Liquidation Event of Default has occurred and is continuing), ) in which case no such one (1) Business Day's notice shall be required) (i) permit the Company and the Administrative Agent or their respective agents or representatives, 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 Seller relating to the ReceivablesTransferred Receivables generated by it, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit such 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 generated by such Seller or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; (ii) permit the Company and the Administrative Agent or their respective agents or representatives to meet with the independent auditors of such Seller, to review such auditor's work papers and otherwise to review with such auditors the books and records of such Seller with respect to the Transferred Receivables generated by it and the Related RightsRights related thereto; and (iii) without limiting the provisions of clause (i) next or (ii) above, from time to time, at such Seller's expense, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Transferred Receivables generated by it and the Related RightsRights related thereto; provided that, so long as no Liquidation 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 four (24) times in any one calendar year and (y) such Seller shall only be responsible for the costs and expenses of one (1) such review mentioned in clauses (i), (ii) and (iii) in this Section 6.1(c) in any one calendar year.

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 described in clauses (i), (ii) and (iii) in this Section 6.1(csubsection (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 described in clauses (i), (ii) and (iii) in this Section 6.1(csubsection (c) in any one calendar year.

Receivables Review. (i) At any time and from time to time, upon not less than ten five (105) Business Days' notice (unless an a Liquidation Event of Default has occurred and is continuing (or the Administrative Agent believes in good faith that an a Liquidation Event of Default has occurred and is continuing), in which case no such notice shall be required) permit during regular business hours (unless a Liquidation Event has occurred and is continuing (or the Administrative Agent believes in good faith that a Liquidation Event has occurred and is continuing), in which case at any time) the Company and 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 any Seller relating to the Receivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit such 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 such Seller or such Seller's performance hereunder with any of the officers or employees (with notification and coordination with the treasurer of such Seller or his designee) of such Seller having knowledge of such matters; (ii) to meet with with, upon not less than five (5) Business Days' notice from the Administrative Agent and the consent (which consent shall not unreasonably be withheld) of such Seller (unless a Liquidation Event has occurred and is continuing (or the Administrative Agent believes in good faith that a Liquidation Event has occurred and is continuing) in which case no such notice or consent shall be required), the independent auditors of such Seller, to review such auditor's work papers and otherwise to review with such auditors the books and records of such 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 such Seller's expense, permit certified public accountants or other auditors acceptable to the Administrative 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.long

Receivables Review. (i) At any time and from time to timetime (but, (a) prior to the occurrence of a Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event or (b) unless, in the opinion of the Administrator 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 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)reasonable prior notice, in which case no such notice shall be required) permit the Company and and/or the Agent 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 possession or under the control of Seller such Originator relating to the ReceivablesReceivables and Related Rights, including, without limitation, the Contracts, and purchase orders Contracts and other agreements related thereto, and (B) to visit Sellersuch 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 Seller and Related Rights or Sellersuch Originator's performance hereunder with any of the officers or employees of Seller such Originator having knowledge of such matters; and (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 timetime during regular business hours, at Seller's expenseupon five (5) Business Days prior written notice from the Administrator, permit certified public accountants or other auditors acceptable to the Agent Administrator 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 . Each of Default has occurred and is continuing, the parties hereto hereby agrees that (x) such reviews mentioned in clauses (i)the absence of a Termination Event or an Unmatured Termination Event, audits, of the type described in clause (ii) of this paragraph (c), shall be conducted only as reasonably necessary, as determined in the sole discretion of the Administrator, and all reasonable costs and expenses of any such audit, examination or review performed or otherwise prepared pursuant to this paragraph (iii) in this Section 6.1(cc) shall not be done more than two (2) times in any one calendar year paid by such Originator and (y) Seller each party receiving information with respect to this paragraph (c) shall only be responsible subject to the standard of confidentiality provided for such information as set forth in Section 5.13 of 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 yearReceivables Purchase Agreement.

Receivables Review. (i) At any time and from time to time, upon not less than ten five (105) Business Days' notice (unless an a Liquidation Event of Default has occurred and is continuing (or the Agent believes in good faith that an a Liquidation 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, (Ai)(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 its control of Seller relating to the ReceivablesReceivables generated by it, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit Seller's its 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 it or Seller's its performance hereunder with any of the its officers or employees of Seller having knowledge of such matters; (ii) to meet with the its independent auditors of Sellerauditors, to review such auditor's work papers and otherwise to review with such auditors the its books and records of Seller with respect to the Receivables generated by it and the Related RightsRights thereto; and (iii) without limiting the provisions of clause (i) next above, from time to time, at Seller's its 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 RightsRights conveyed to the Company hereunder; provided that, so long as no Liquidation Event of Default has occurred and is continuing, (x) such examinations, visits, meetings and 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 it 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.