Common use of Examination of Records; Audits Clause in Contracts

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. (ii) At any time and from time to time, upon the Agent’s request (at its own election or upon the request of the Required Purchasers) and at the expense of the Seller, the Seller shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or 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 and the Canadian Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

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 SellerServicer, 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 SellerServicer 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 SellerServicer, 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 SellerServicer’s performance hereunder or under the Contracts with any of the officers or employees of the Seller Servicer having knowledge of such matters. (ii) The Agent may (at its own election or at the request of the Required Purchasers), at the Servicer’s sole cost and expense, make test verifications of the Receivables in any manner and through any medium that the Agent considers advisable, and the Servicer shall furnish all such assistance and information as the Agent may require in connection therewith. (iii) At any time and from time to time, upon the Agent’s request (at its own election or upon at the request of the Required Purchasers) and at the expense of the SellerServicer, the Seller Servicer shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or 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 SellerServicer’s performance of its obligations under this Agreement and the Canadian Second Amended and Restated Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one 4 such report reports during any calendar year. (iiiiv) The Seller Servicer shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon at the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller Servicer shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon 2 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 its 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 SellerSeller 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 SellerSeller 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. (ii) At any time and from time to time, upon the Buyer’s or the Agent’s request (at its own election or upon the request of the Required Purchasers) and at the expense of the Seller, the Seller shall cause independent public or chartered accountants or others satisfactory to the Agent Buyer and the Agent, to furnish to the Agent Buyer and the Agent, reports showing reconciliations, aging and test verifications of, and trial balances for, the Seller Receivables and/or a written report of an audit conducted by such accountants with respect to the Pool Seller Receivables, Credit and Collection Policy, Lock-Box Account activity and the Seller’s performance of its obligations under this Agreement and the Canadian Receivables Sale Purchase Agreement on a scope and in a form reasonably requested by the Agent Buyer or the Agent, as the case may be, for such audit; provided, however, that unless a an Event of Termination or Potential Event of Termination shall be continuing, the Buyer or the Agent shall request no more than one (1) such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election Buyer or upon the request of the Required Purchasers)Agent, and present to the Buyer and the Agent for approval, such appraisals, investigations and reviews as the Buyer and the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Buyer and the Agent any information that the Buyer and the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

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 and upon reasonable prior notice, as requested by the Agent and at the expense of the SellerAgent, 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 SellerSeller 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 SellerSeller 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 's performance hereunder or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters. , and (ii) At 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, time upon the Agent’s request (at its own election occurrence and during the continuance of any Event of Investment Ineligibility or upon event which, with the request power of the Required Purchasers) and notice or lapse of time or both, would constitute any Event of Investment Ineligibility, at the expense of the SellerSeller 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 Seller shall cause independent public or chartered accountants or others satisfactory Agent) to perform, and deliver to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or a written report of 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 's performance of its obligations under this Agreement Agreement, the Fee Letter and the Canadian Receivables Contribution and Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

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 and upon reasonable prior notice, as requested by the Agent Agent, permit, and at the expense of the Sellercause each other Originator to permit, 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, the Collection Agent, their respective Affiliates or the agents of each Originator, the Seller, the Collection Agent 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, the Collection Agent or their respective Affiliates or the agents of each Originator, the Seller, the Collection Agent 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 Collection Agent's performance hereunder or under the Contracts with any of the officers or employees of the Seller Collection Agent having knowledge of such matters. , and (ii) At once during each fiscal year of the Collection Agent commencing with the fiscal year of the Collection Agent ending on December 31, 2002 and at the request of the Agent at any time and from time to time, time upon the Agent’s request (at its own election occurrence and during the continuance of any Event of Investment Ineligibility or upon event which, with the request giving of the Required Purchasers) and notice or lapse of time or both, would constitute any Event of Investment Ineligibility, at the expense of the SellerCollection Agent, 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 Seller shall cause independent public or chartered accountants or others satisfactory Agent) to perform, and deliver to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or a written report of 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 Collection Agent's performance of its obligations under this Agreement and the Canadian Receivables Contribution and Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

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 SellerServicer, 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 SellerCanadian 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 SellerCanadian 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 SellerServicer’s performance hereunder or under the Contracts with any of the officers or employees of the Seller Servicer having knowledge of such matters. (ii) The Agent may (at its own election or at the request of the Required Purchasers), at the Servicer’s sole cost and expense, make test verifications of the Receivables in any manner and through any medium that the Agent considers advisable, and the Servicer shall furnish all such assistance and information as the Agent may require in connection therewith. (iii) At any time and from time to time, upon the Agent’s request (at its own election or upon at the request of the Required Purchasers) and at the expense of the SellerServicer, the Seller Servicer shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or 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 SellerServicer’s performance of its obligations under this Agreement and the Canadian Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one 4 such report reports during any calendar year. (iiiiv) The Seller Servicer shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon at the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller Servicer shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon 2 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 an 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 SellerAgent, if a Potential Event of Termination or Event of Termination does not exist, and otherwise 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 Seller, Servicer or their respective Affiliates or the agents of such Originator, the SellerServicer 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 SellerServicer or their respective Affiliates, for the purpose of examining such materials described in clause (Aa) above, and to discuss matters relating to Pool Receivables and the Related Security or the Seller’s Servicers performance hereunder or under the Contracts with any of the officers or employees of the Seller Servicer having knowledge of such mattersmatters and designated by the Servicer 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 5.1(f). (ii) At any time and from time to time, upon the Agent’s request The Agent may (at its own election or upon the request of the Required Purchasers) and at the expense of the Seller, the Seller shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or 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 and the Canadian Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), at the Servicers sole cost and present to expense, make test verifications and other evaluations of the Receivables in any manner and through any medium that the Agent for approvalconsiders advisable, and the Servicer shall furnish all such appraisals, investigations assistance and reviews information as the Agent may require in connection therewith; provided that, unless a Potential Event of Termination or an Event of Termination has occurred and is continuing, the Agent shall request for conduct no more than four such evaluations pursuant to this Section during any calendar year ;provided further that, unless Total Excess Availability is less than $200,000,000 on each Business Day during any period of five consecutive Business Days within any twelve-month period, the purpose of determining the Net Receivables Pool Balance, all upon notice and at Agent shall conduct no more than two such times evaluations pursuant to this Section during normal business hours and as often as may be reasonably requestedsuch twelve-month period. The Servicer shall pay the documented fees and expenses of employees or other representatives of the Agent in connection with such evaluations. In-house examination charges shall be limited to an amount up to $1,000 per day per examiner (employee or representative) plus such examiners reasonable out-of-pocket expenses, including travel expenses, incurred in connection with such evaluation. The Agent shall furnish to each Purchaser a copy of the final written report prepared in connection with any such evaluation and shall provide the Servicer and the Seller with a summary of the analysis of the Receivables contained in any such final written report not less than two Business Days prior to delivery thereof to the Purchasers. (iii) The Servicer shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon 2 Business Days’ 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 SellerServicer, 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 SellerServicer 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 SellerServicer, 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 Servicer's performance hereunder or under the Contracts with any of the officers or employees of the Seller Servicer having knowledge of such matters. (ii) The Agent may (at its own election or at the request of the Required Purchasers), at the Servicer's sole cost and expense, make test verifications of the Receivables in any manner and through any medium that the Agent considers advisable, and the Servicer shall furnish all such assistance and information as the Agent may require in connection therewith. (iii) At any time and from time to time, upon the Agent’s 's request (at its own election or upon at the request of the Required Purchasers) and at the expense of the SellerServicer, the Seller Servicer shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or 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 Servicer's performance of its obligations under this Agreement and the Canadian Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one 4 such report reports during any calendar year. (iiiiv) The Seller Servicer shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon at the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller Servicer shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon 2 Business Days’ (but no more often than two times per calendar year prior notice (except that during to the continuance occurrence of an a Potential Event of Termination, no such ) upon two days prior notice shall be required) and during regular business hours as requested by the Agent and at (such two days prior notice shall not be required following the expense occurrence of the Selleran 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 SellerServicer’s performance hereunder or under the Contracts with any of the officers or employees of the Seller Servicer having knowledge of such matters. , and (ii) At 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, 2010, and at the request of the Agent at any time and from time to time, time upon the Agent’s request (at its own election occurrence and during the continuance of any Event of Termination or upon the request Potential Event of the Required Purchasers) and Termination, at the expense of the SellerServicer, the Seller shall cause independent public or chartered accountants or others satisfactory a party acceptable to the Agent to furnish perform, and deliver to the Agent reports showing reconciliationsAgent, aging and test verifications of, and trial balances for, the Receivables and/or 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 SellerServicer’s performance of its obligations under this Agreement and the Canadian Receivables each Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon 2 Business Days’ 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 SellerServicer, 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 SellerServicer 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 SellerServicer, 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 SellerServicer’s performance hereunder or under the Contracts with any of the officers or employees of the Seller Servicer having knowledge of such matters. (ii) The Agent may (at its own election or at the request of the Required Purchasers), at the Servicer’s sole cost and expense, make test verifications of the Receivables in any manner and through any medium that the Agent considers advisable, and the Servicer shall furnish all such assistance and information as the Agent may require in connection therewith. (iii) At any time and from time to time, upon the Agent’s request (at its own election or upon at the request of the Required Purchasers) and at the expense of the SellerServicer, the Seller Servicer shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or 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 SellerServicer’s performance of its obligations under this Agreement and the Canadian Amended and Restated Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one 4 such report reports during any calendar year. (iiiiv) The Seller Servicer shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon at the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller Servicer shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

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 Administrative Agent and at or any Managing Agent upon two Business Days' notice (PROVIDED, HOWEVER, that no such notice shall be required upon the expense occurrence or during the continuance of the Selleran Event of Termination or Potential Event of Termination), permit the Administrative Agent or such Managing 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 Servicer, any Originator, the Seller, their respective Affiliates or the agents of the SellerServicer, any 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 the Servicer, any Originator, the Seller, their respective Affiliates or the agents of the SellerServicer, any 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 Servicer's or the Seller’s 's performance hereunder or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters. , and (ii) At within 110 days after the end of each fiscal year of the Seller commencing with the fiscal year of the Seller ending on December 31, 2001, and at the request of the Administrative Agent (with the consent or at the request of the Majority Managing Agents) at any time and from time to time, time upon the Agent’s request (at its own election occurrence and during the continuance of any Event of Termination or upon Potential Event of Termination or any other event or circumstance which the request of the Required Purchasers) and Majority Managing Agents reasonably determine to be for a special audit to be conducted, at the expense of the Seller, the Seller shall cause independent public or chartered accountants or others satisfactory approved by the Administrative Agent to perform, and deliver to the Agent to furnish to the Agent reports showing reconciliationsAdministrative Agent, aging and test verifications of, and trial balances for, the Receivables and/or 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 and the Seller’s 's performance of its obligations under this Agreement Agreement, the Fee Letters and the Canadian Receivables Contribution and Sale Agreement on a scope and in a form reasonably requested by the Administrative Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

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. (ii) At any time and from time to time, upon the Agent’s request (at its own election or upon the request of the Required Purchasers) and at the expense of the Seller, the Seller shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or 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 and the Canadian Amended and Restated Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon 2 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 Agent and at the expense of the SellerServicer, 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, Servicer or their respective Affiliates or the agents of such Originator, the SellerServicer 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 SellerServicer or their respective Affiliates, for the purpose of examining such materials described in clause (Aa) above, and to discuss matters relating to Pool Receivables and the Related Security or the SellerServicer’s performance hereunder or under the Contracts with any of the officers or employees of the Seller Servicer 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, the Servicer 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 (ii) The Agent may (at its own election or at the request of the Required Purchasers), at the Servicer’s sole cost and expense, make test verifications of the Receivables in any manner and through any medium that the Agent considers advisable, and the Servicer shall furnish all such assistance and information as the Agent may require in connection therewith. (iiiii) At any time and from time to time, upon the Agent’s request (at its own election or upon at the request of the Required Purchasers) and at the expense of the SellerServicer, the Seller shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or a written report of an audit conducted by such accountants with respect to the Pool Receivables, Credit and Collection Policy, Lock-Box Account and Deposit Account activity and the SellerServicer’s performance of its obligations under this Agreement and the Canadian Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a an Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one four such report reports during any calendar year. (iiiiv) The Seller shall conductConduct, or shall cause to be conductedconducted and offer its assistance in connection with, at its expense and upon request of the Agent (at its own election or upon at the request of the Required Purchasers), and present to the Agent for approval, such Field Examinations, appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller Servicer shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than four Field Examinations during any calendar year.

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 's performance hereunder or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters. (ii) At any time and from time to time, upon the Agent’s 's request (at its own election or upon the request of the Required Purchasers) and at the expense of the Seller, the Seller shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or 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 's performance of its obligations under this Agreement and the Canadian Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), and present to the Agent for approval, such appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon 2 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 its 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 SellerSeller 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 SellerSeller 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. (ii) At any time and from time to time, upon the Buyer’s or the Agent’s request (at its own election or upon the request of the Required Purchasers) and at the expense of the Seller, the Seller shall cause independent public or chartered accountants or others satisfactory to the Agent Buyer and the Agent, to furnish to the Agent Buyer and the Agent, reports showing reconciliations, aging and test verifications of, and trial balances for, the Seller Receivables and/or a written report of an audit conducted by such accountants with respect to the Pool Seller Receivables, Credit and Collection Policy, Lock-Box Account activity and the Seller’s performance of its obligations under this Agreement and the Canadian Second Amended and Restated Receivables Sale Purchase Agreement on a scope and in a form reasonably requested by the Agent Buyer or the Agent, as the case may be, for such audit; provided, however, that unless a an Event of Termination or Potential Event of Termination shall be continuing, the Buyer or the Agent shall request no more than one (1) such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conducted, at its expense and upon request of the Agent (at its own election Buyer or upon the request of the Required Purchasers)Agent, and present to the Buyer and the Agent for approval, such appraisals, investigations and reviews as the Buyer and the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Buyer and the Agent any information that the Buyer and the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon 2 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 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 (Af) 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; provided, however, that unless a Potential Event of Termination or an Event of Termination shall have occurred and be continuing, the 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. (ii) At any time and from time to time, upon the Agent’s request (at its own election or upon the request of the Required Purchasers) and at the expense of the Seller, the Seller shall cause independent public or chartered accountants or others satisfactory to the Agent to furnish to the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables and/or a written report of an audit conducted by such accountants with respect to the Pool Receivables, Credit and Collection Policy, Lock-Box Account and Deposit Account activity and the Seller’s performance of its obligations under this Agreement and the Canadian Receivables Sale Agreement on a scope and in a form reasonably requested by the Agent for such audit; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than one such report during any calendar year. (iii) The Seller shall conduct, or shall cause to be conductedconducted and offer its assistance in connection with, at its expense and upon request of the Agent (at its own election or upon the request of the Required Purchasers), and present to the Agent for approval, such Field Examinations, appraisals, investigations and reviews as the Agent shall request for the purpose of determining the Net Receivables Pool Balance, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Seller shall furnish to the Agent any information that the Agent may reasonably request regarding the determination and calculation of the Net Receivables Pool Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein; provided, however, that unless a Event of Termination or Potential Event of Termination shall be continuing, the Agent shall request no more than four Field Examinations during any calendar year.