Common use of Examination of Records; Audits Clause in Contracts

Examination of Records; Audits. (i) From time to time upon 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 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 Agent, if a Potential Event of Termination or Event of Termination does not exist, and otherwise 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 and designated by the Seller 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 5.4(f). (ii) 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 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 ten (10) 2 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 a Potential Event of Termination or 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 Agent, if a Potential Event of Termination or Event of Termination does not exist, and otherwise 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 and designated by the Seller 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 5.4(f)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 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 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 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 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 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 Agent, if a Potential Event of Termination or Event of Termination does not exist, and otherwise 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 and designated by the Seller 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 5.4(f5.1(f). (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 and other evaluations 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; provided that, unless a Potential Event of Termination or an Event of Termination has occurred and is continuing, the Agent shall conduct no more than four such evaluations pursuant to this Section during any calendar year. 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 examiner’s 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 ten (10) five Business Days’ (or, during the continuance of a Triggering Event of the type described in clause (iii)Liquidity Threshold Event, (iv) or (v) of the definition of “Triggering Event”, five (5) two Business Days’) prior notice (except that during the continuance of a Potential Event of Termination or Event of Termination, no such notice shall be required) and during regular business hours as requested by the SPV or the Agent and at the expense of the Agent, if such Originator (provided that such Originator shall not be required to pay for more than two examinations and/or visits per year unless a Potential Triggering Event of Termination or Event of Termination does not exist, and otherwise at the expense of the Sellerexists), permit the SPV 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 Sellersuch Originator, its Affiliates or Subsidiaries or the agents of the Sellersuch Originator or its Affiliates or Subsidiaries, relating to Pool Originator Receivables and the Related Securityother Receivable Assets, including, without limitation, the related Contracts, and (B) to visit the offices and properties of the Sellersuch Originator, its Affiliates or Subsidiaries or the agents of the Sellersuch Originator or its Affiliates or Subsidiaries, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Originator Receivables and the Related Security other Receivable Assets or the Sellersuch Originator’s performance hereunder or under the Contracts with any of the officers or employees of the Seller such Originator having knowledge of such matters and designated by the Seller such Originator to discuss such matters with the SPV or the Agent or its their agents or representatives. Unless a Potential Event of Termination or Event of Termination is continuing, the SPV and the Agent agrees agree to combine any request for any such examinations and visits with any request being made under Section 5.4(f).Sections 5.1(f) and 5.4(e) of the Receivables Purchase Agreement (ii) The Seller SPV (with the prior written consent of the Agent) or the Agent may (at its own election or at the request of the Required Purchasers), at such Originator’s sole cost and expense make test verifications and other evaluations of the Originator Receivables in any manner and through any medium that the SPV or the Agent considers advisable, and such Originator shall furnish all such assistance and information as the SPV (or the Agent) may require in connection therewith; provided that, unless a Triggering Event has occurred and is continuing, the SPV or the Agent shall conduct no more than two such evaluations pursuant to this subsection during any calendar year. Such Originator shall pay the documented fees and expenses of employees or other representatives of the SPV and the Agent in connection with such evaluations. The SPV or the Agent, as applicable, shall furnish to each Purchaser a copy of the final written report prepared in connection with any such evaluation and shall provide such Originator with a summary of the analysis of the Originator Receivables contained in any such final written report not less than five Business Days prior to delivery thereof to the Purchasers; provided that the obligations of the SPV and the Agent to so furnish such report or summary hereunder shall be satisfied by delivery of such report or summary under Section 5.4(f)(ii) of the Receivables Purchase Agreement. (iii) Subject to the last sentence of Section 2.03(b), such Originator shall furnish to the SPV and the Agent any information that the SPV 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 Originator Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon ten (10) five Business Days’ (or, during the continuance of a Triggering Event of the type described in clause (iii)Liquidity Threshold Event, (iv) or (v) of the definition of “Triggering Event”, five (5) two Business Days’) prior notice (except that during the continuance of 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 Agent, if Seller (provided that Seller shall not be required to pay for more than two examinations and/or visits per year unless a Potential Triggering Event of Termination or Event of Termination does not exist, and otherwise at the expense of the Sellerexists), 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 and designated by the Seller 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 5.4(f5.1(f). (ii) The Agent may (at its own election or at the request of the Required Purchasers), at the Seller’s sole cost and expense, make test verifications and other evaluations of the adequacy 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; provided that, unless a Triggering Event has occurred and is continuing, the Agent shall conduct no more than two such evaluations pursuant to this Section during any calendar year. The Seller shall pay the documented fees and expenses of employees or other representatives of the Agent in connection with such evaluations. 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 five Business Days prior to delivery thereof to the Purchasers. (iii) Subject to the last sentence of Section 5.5(j), 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 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 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 Agent, if a Potential Event of Termination or Event of Termination does not exist, and otherwise 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 Subsidiaries or the agents of such Originator, the SellerServicer or their respective Affiliates or Subsidiaries, 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 or Subsidiaries (other than the Seller, ) or the agents of such Originator, the SellerServicer or their respective Affiliates or Subsidiaries, 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 and designated by the Seller 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 5.4(f5.1(f). (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 and other evaluations 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; provided that, unless a Potential Event of Termination or an Event of Termination has occurred and is continuing, the Agent shall conduct no more than four such evaluations pursuant to this Section during any calendar year. 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 examiner’s 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) i. From time to time upon ten (10) Business Days’ 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 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 Agent, if a Potential Event of Termination or Event of Termination does not exist, and otherwise 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 Sellers performance hereunder or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters and designated by the Seller 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 5.4(f). (ii) . 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 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 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 a Potential Event of Termination or 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 Agent, if a Potential Event of Termination or Event of Termination does not exist, and otherwise at the expense of the such 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 such Seller, its Affiliates or Subsidiaries or the agents of the Sellersuch Seller or its Affiliates or Subsidiaries, relating to Pool Seller Receivables and the Related Securityother Receivable Assets, including, without limitation, the related Contracts, and (B) to visit the offices and properties of the such Seller, its Affiliates or Subsidiaries or the agents of the Sellersuch Seller or its Affiliates or Subsidiaries, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Seller Receivables and the Related Security other Receivable Assets or the such Seller’s performance hereunder or under the Contracts with any of the officers or employees of the such Seller having knowledge of such matters and designated by the such Seller to discuss such matters with the Buyer or the Agent or its their agents or representatives. Unless a Potential Event of Termination or Event of Termination is continuing, the Buyer and the Agent agrees agree to combine any request for any such examinations and visits with any request being made under Section Sections 5.1(f) and 5.4(f).) of the Receivables Purchase Agreement (ii) The Buyer or the Agent may (at its own election or at the request of the Required Purchasers), at such Seller’s sole cost and expense make test verifications and other evaluations of the Seller Receivables in any manner and through any medium that the Buyer or the Agent considers advisable, and such Seller shall furnish all such assistance and information as the Buyer (or the Agent) may require in connection therewith; provided that, unless a Potential Event of Termination or Event of Termination has occurred and is continuing, the Buyer or the Agent shall conduct no more than four such evaluations pursuant to this subsection 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 Buyer or the Agent shall conduct no more than two such evaluations pursuant to this Section during such twelve-month period. Such Seller shall pay the documented fees and expenses of employees or other representatives of the Buyer and 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 examiner’s reasonable out-of-pocket expenses, including travel expenses, incurred in connection with such evaluation. The Buyer or the Agent shall furnish to each Purchaser a copy of the final written report prepared in connection with any such evaluation and shall provide such Seller with a summary of the analysis of the Seller Receivables contained in any such final written report not less than two Business Days prior to delivery thereof to the Purchasers; provided that the obligations of the Buyer and the Agent to so furnish such report or summary hereunder shall be satisfied by delivery of such report or summary under Section 5.4(f)(ii) of the Receivables Purchase Agreement. (iii) Such 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 Seller Receivables referred to therein.

Examination of Records; Audits. (i) From time to time upon ten (10) five Business Days’ (or, during the continuance of a Triggering Event of the type described in clause (iii)Liquidity Threshold Event, (iv) or (v) of the definition of “Triggering Event”, five (5) two Business Days’) prior notice (except that during the continuance of 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 Agent, if Seller (provided that Seller shall not be required to pay for more than two examinations and/or visits per year unless a Potential Triggering Event of Termination or Event of Termination does not exist, shall have occurred and otherwise at the expense of the Sellerbe continuing), 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 and designated by the Seller 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 5.4(f5.4(e). (ii) The Subject to the last sentence of Section 5.5(j), 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 copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.