Common use of Receivables Review Clause in Contracts

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. Each Seller will (i) From 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, in which case no such notice shall be required) during regular business hours, upon reasonable prior notice as requested by the Company, the Agent or the Insurer, permit the Company, the Agent Co-Agents or the Control Party, or any of 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 such Seller relating to Receivables and the Related RightsReceivables, including, without limitation, the related ContractsContracts and/or Invoices and purchase orders and other agreements, and (B) to visit the offices and properties of the Originator such Seller for the purpose of examining such materials described in clause CLAUSE (Ai)(a) next above, and to discuss matters relating to Receivables and the Related Rights or the Originatorsuch Seller's performance hereunder or under the Contracts with any of the officers or employees of the Originator such Seller having knowledge of such matters; and (ii) without limiting the provisions of clause CLAUSE (i) immediately above, from time to time on request time, at the expense of the Insurer or the Agentsuch Seller, permit the Parent's outside auditors (except as hereinafter provided) or other certified public accountants or other auditors acceptable to the Insurer or the Agent, as applicable, Co-Agents to conduct a review of its such Seller's books and records with regards respect to the Receivables and Related RightsAssets (each, a "REVIEW"); providedPROVIDED, howeverHOWEVER, that the Control Party (or if the Control Party is the Majority Purchasersthat, 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) so long as no Event of the Receivables Purchase Agreement unless (x) a Level One Trigger Default has occurred and is continuing, the Sellers shall only be responsible for the costs and expenses of one such Review under this Section in any one calendar year except as provided in the next sentence. Notwithstanding the foregoing, if (1) any Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any Material Acquisition is consummated, the Sellers shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the Contract Year in which case such Material Proposed Addition is expected to occur or such Material Acquisition is expected to be consummated if such additional Review is requested by the CompanyCo-Agents. In the event that the Parent's outside auditors fail to perform any Review to the reasonable satisfaction of the Co-Agents, thereafter, the Control Party Co-Agents shall have the exclusive right to select the accountants 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 examinationsauditors who perform Reviews."

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 ’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."a

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 ’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."