Audits By Purchaser. At any time and from time to time during regular business hours and upon at least five (5) Business Days’ prior notice so long as no Event of Default, Pay-Out Event or Series 2007-A Pay Out Event shall have occurred and be continuing, 0 days notice if an Event of Default, Pay-Out Event or Series 2007-A Pay Our Event shall have occurred and be continuing, the Purchaser or its agents or representatives may (i) examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in possession or under the control of the Issuer, BWF, or the Subservicer relating to the Loans and the other Collateral, and (ii) may visit the offices and properties of the Issuer, BWF or the Subservicer for the purpose of examining such materials, and discuss matters relating to the Loans or the performance hereunder with any of the officers or employees of the Issuer, BWF, or the Subservicer having knowledge of such matters. The Issuer will, in connection with one (1) such audit conducted each year by the Purchaser pursuant to this Section 8.4, reimburse the Purchaser for its reasonable out-of-pocket expenses incurred in conducting such audits within 30 days after its receipt of a request and itemized invoice (and supporting receipts and other documentation) for such expenses. After the occurrence and during the continuation of any Event of Default, a Pay Out Event or a Series 2007-A Pay Out Event, the notice period for such audits will be reduced to one (1) Business Days. In such case, the Issuer shall reimburse the Purchaser for all reasonable out-of-pocket expenses in connection with any such audits.
Audits By Purchaser. District shall provide or cause to be provided all information that Purchaser may reasonably request to substantiate all invoices, adjustments and claims under this Agreement related to the Projects. Purchaser shall, upon notice, have the right to audit, at its sole cost and expense, upon reasonable notice and during normal business hours following the receipt of an Annual True-Up, and District shall make or cause to be made available any and all books and records related to the Projects which directly relate to the determination of Net Costs as set forth in Appendix A and are reasonably necessary for verification of charges and costs included in invoices or amended invoices rendered under this Agreement or verification of Purchaser’s or the District’s compliance with this Agreement; provided, however, that Purchaser shall coordinate its rights under this section with the other Share Participants in order to conduct joint, rather than individual, audits pursuant to this provision. The District shall also cooperate with Purchaser in its efforts to verify the charges imposed pursuant to Section 7.01 of this Agreement. Any Annual True-Up not challenged within three (3) years following its date shall be considered final. Any audit shall, at the option of Purchaser and at Purchaser’s expense, be performed by designated employees, consultants or agents of Purchaser that Purchaser determines in its discretion are experienced in utility practices. Upon request, District will be entitled to review the complete audit report and any supporting materials.
