Common use of Receivables Review Clause in Contracts

Receivables Review. At any time and from time to time, upon not less than five (5) Business Days' notice (unless a Liquidation Event has occurred and is continuing (or the Agent believes in good faith that a Liquidation Event has occurred and is continuing), in which case no such notice shall be required) permit the Company and the Agent or their respective agents or representatives, (i)(A) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under its control relating to the Receivables generated by it, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit its offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by it or its performance hereunder with any of its officers or employees having knowledge of such matters; (ii) to meet with its independent auditors, to review such auditor's work papers and otherwise to review with such auditors its books and records with respect to the Receivables generated by it and the Related Rights thereto; and (iii) without limiting the provisions of clause (i) next above, from time to time, at its expense, permit certified public accountants or other auditors acceptable to the Agent to conduct a review of its books and records with respect to the Receivables and the Related Rights conveyed to the Company hereunder; provided that, so long as no Liquidation Event has occurred and is continuing, (x) such examinations, visits, meetings and reviews shall not be done more than two (2) times in any one calendar year and (y) it shall only be responsible for the costs and expenses of one such review in any one calendar year.

Receivables Review. (i) At any time and from time to timetime (but, (a) prior to the occurrence of a Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event or (b) unless, in the opinion of the Administrator reasonable grounds for insecurity exist with respect to the collectibility of the Receivables or such Originator's performance or ability to perform its obligations under this Agreement, no more frequently than annually) during regular business hours, upon not less than five (5) Business Days' notice (unless a Liquidation Event has occurred and is continuing (or the Agent believes in good faith that a Liquidation Event has occurred and is continuing)reasonable prior notice, in which case no such notice shall be required) permit the Company and and/or the Agent Administrator, or their respective agents or representatives, (i)(AA) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under its the control of such Originator relating to the Receivables generated by itand Related Rights, including, without limitation, the Contracts, and purchase orders Contracts and other agreements related thereto, and (B) to visit its such Originator's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by it and Related Rights or its such Originator's performance hereunder with any of its the officers or employees of such Originator having knowledge of such matters; and (ii) to meet with its independent auditors, to review such auditor's work papers and otherwise to review with such auditors its books and records with respect to the Receivables generated by it and the Related Rights thereto; and (iii) without limiting the provisions of clause (i) next above, from time to timetime during regular business hours, at its expenseupon five (5) Business Days prior written notice from the Administrator, permit certified public accountants or other auditors acceptable to the Agent Administrator to conduct a review of its books and records with respect to the Receivables and Related Rights. Each of the Related Rights conveyed to the Company hereunder; provided that, so long as no Liquidation Event has occurred and is continuing, parties hereto hereby agrees that (x) in the absence of a Termination Event or an Unmatured Termination Event, audits, of the type described in clause (ii) of this paragraph (c), shall be conducted only as reasonably necessary, as determined in the sole discretion of the Administrator, and all reasonable costs and expenses of any such examinationsaudit, visits, meetings and reviews examination or review performed or otherwise prepared pursuant to this paragraph (c) shall not be done more than two (2) times in any one calendar year paid by such Originator and (y) it each party receiving information with respect to this paragraph (c) shall only be responsible subject to the standard of confidentiality provided for such information as set forth in Section 5.13 of the costs and expenses of one such review in any one calendar yearReceivables Purchase Agreement.

Receivables Review. (i) At any time and from time to time, upon not less than five ten (510) Business Days' notice (unless a Liquidation an Event of Default has occurred and is continuing (or the Agent believes in good faith that a Liquidation an Event of Default has occurred and is continuing), in which case no such notice shall be required) permit the Company and the Agent or their respective agents or representatives, (i)(AA) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under its the control of Seller relating to the Receivables generated by itReceivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit its Seller's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by it Seller or its Seller's performance hereunder with any of its the officers or employees of Seller having knowledge of such matters; (ii) to meet with its the independent auditorsauditors of Seller, to review such auditor's work papers and otherwise to review with such auditors its the books and records of Seller with respect to the Receivables generated by it and the Related Rights theretoRights; and (iii) without limiting the provisions of clause (i) next above, from time to time, at its Seller's expense, permit certified public accountants or other auditors acceptable to the Agent to conduct a review of its books and records with respect to the Receivables and the Related Rights conveyed to the Company hereunderRights; provided that, so long as no Liquidation Event of Default has occurred and is continuing, (x) such examinationsreviews mentioned in clauses (i), visits, meetings (ii) and reviews (iii) in this Section 6.1(c) shall not be done more than two (2) times in any one calendar year and (y) it Seller shall only be responsible for the costs and expenses of one such review mentioned in clauses (i), (ii) and (iii) in this Section 6.1(c) in any one calendar year.

Receivables Review. (i) At any time and from time to time, upon not less than five (5) Business Days' notice (unless a Liquidation Event has occurred and is continuing (or the Administrative Agent believes in good faith that a Liquidation Event has occurred and is continuing), in which case no such notice shall be required) permit during regular business hours (unless a Liquidation Event has occurred and is continuing (or the Administrative Agent believes in good faith that a Liquidation Event has occurred and is continuing), in which case at any time) the Company and the Administrative Agent or their respective agents or representatives, (i)(AA) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under its the control of any Seller relating to the Receivables generated by itReceivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit its such Seller's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by it such Seller or its such Seller's performance hereunder with any of its the officers or employees (with notification and coordination with the treasurer of such Seller or his designee) of such Seller having knowledge of such matters; (ii) to meet with its with, upon not less than five (5) Business Days' notice from the Administrative Agent and the consent (which consent shall not unreasonably be withheld) of such Seller (unless a Liquidation Event has occurred and is continuing (or the Administrative Agent believes in good faith that a Liquidation Event has occurred and is continuing) in which case no such notice or consent shall be required), the independent auditorsauditors of such Seller, to review such auditor's work papers and otherwise to review with such auditors its the books and records of such Seller with respect to the Receivables generated by it and the Related Rights theretoRights; and (iii) without limiting the provisions of clause (i) next above, from time to time, at its such Seller's expense, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Receivables and the Related Rights conveyed to the Company hereunderRights; provided that, so long as no Liquidation Event has occurred and is continuing, (x) such examinations, visits, meetings and reviews shall not be done more than two (2) times in any one calendar year and (y) it shall only be responsible for the costs and expenses of one such review in any one calendar year.long

Receivables Review. (i) At any time and from time to time, upon not less than five ten (510) Business Days' notice (unless a Liquidation an Event of Default has occurred and is continuing (or the Agent believes in good faith that a Liquidation an Event of Default has occurred and is continuing), in which case no such notice shall be required) permit the Company and the Agent or their respective agents or representatives, (i)(AA) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under its the control of Seller relating to the Receivables generated by itReceivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit its Seller's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by it Seller or its Seller's performance hereunder with any of its the officers or employees of Seller having knowledge of such matters; (ii) to meet with its the independent auditorsauditors of Seller, to review such auditor's work papers and otherwise to review with such auditors its the books and records of Seller with respect to the Receivables generated by it and the Related Rights theretoRights; and (iii) without limiting the provisions of clause (i) next above, from time to time, at its Seller's expense, permit certified public accountants or other auditors acceptable to the Agent to conduct a review of its books and records with respect to the Receivables and the Related Rights conveyed to the Company hereunderRights; provided that, so long as no Liquidation Event of Default has occurred and is continuing, (x) such examinationsreviews described in clauses (i), visits, meetings (ii) and reviews (iii) in this subsection (c) shall not be done more than two (2) times in any one calendar year and (y) it Seller shall only be responsible for the costs and expenses of one such review described in clauses (i), (ii) and (iii) in this subsection (c) in any one calendar year.

Receivables Review. At any time and from time to time, upon not less than five (5) Business Days' notice (unless a Liquidation Event has occurred and is continuing (or the Administrative Agent believes in good faith that a Liquidation Event has occurred and is continuing), ) in which case no such one (1) Business Day's notice shall be required) (i) permit the Company and the Administrative Agent or their respective agents or representatives, representatives (i)(AA) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under its the control of such Seller relating to the Transferred Receivables generated by it, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit its such Seller's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Transferred Receivables generated by it such Seller or its such Seller's performance hereunder with any of its the officers or employees of such Seller having knowledge of such matters; (ii) permit the Company and the Administrative Agent or their respective agents or representatives to meet with its the independent auditorsauditors of such Seller, to review such auditor's work papers and otherwise to review with such auditors its the books and records of such Seller with respect to the Transferred Receivables generated by it and the Related Rights related thereto; and (iii) without limiting the provisions of clause (i) next or (ii) above, from time to time, at its such Seller's expense, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Transferred Receivables generated by it and the Related Rights conveyed to the Company hereunderrelated thereto; provided that, so long as no Liquidation Event has occurred and is continuing, (x) such examinations, visits, meetings and reviews shall not be done more than two four (24) times in any one calendar year and (y) it such Seller shall only be responsible for the costs and expenses of one (1) such review in any one calendar year.

Receivables Review. At any time and Seller will from time to timetime as reasonably requested by Wells, ax xxxsonable times and upon not less than five (5) Business Days' notice (unless a Liquidation Event has occurred and is continuing (reasonable prior notice, permit Wells or the Agent believes in good faith that a Liquidation Event has occurred and is continuing)xxx designee, in which case no such notice shall be required) permit the Company and the Agent or their respective agents or representativesat Seller’s expenses, (i)(Ai) to examine, have access to audit such Seller’s premises during normal business hours and (ii) make available copies of such Seller’s books and abstracts from all booksrecords electronically to Wells, ix xxxh case, for the purposes of inspecting, verifying, and auditing such Seller’s books and records and documents (including, without limitation, computer tapes and disks) in the possession or under its control relating with respect to the Receivables generated by it, including, without limitation, (including the Contracts, and purchase orders Records and other agreements related thereto, and (B) to visit its offices and properties for the purpose of examining such materials described in the foregoing clause (ARelated Assets) and discussing matters relating to the Receivables generated or such Seller’s financial condition or performance under any Transaction Document or performance by it or its performance hereunder Seller under any related Contract, in each case, with any of its the officers or employees of Seller having knowledge of such matters; (ii) matters and to meet with its independent auditors, take copies of any of the Records relating to transactions subject to this Agreement and to review such auditor's work papers and otherwise to review with such auditors its books and records with respect to the Receivables generated by it and the Related Rights thereto; and (iii) without limiting the provisions of clause (i) next above, from time to time, at its expense, permit certified public accountants or other auditors acceptable to the Agent to conduct a review of its books and records with respect to the Receivables and the Related Rights conveyed to the Company hereunderoriginals thereof as Wells max xxxuest; provided that, so long as no Liquidation that unless a Termination Event has occurred and is continuing, Wells (xox xxx designee) such examinations, visits, meetings and reviews shall not be done exercise the rights set forth in this clause (f) no more than two (2) times in any one calendar year and (y) it shall only be responsible for the costs and expenses of one such review in any one once per calendar year. Without limiting the foregoing, Seller acknowledges and agrees that Wells inxxxxx to and that Wells max, xx Seller’s expense, commence one (1) field inspection and audit within ninety (90) days of the Closing Date.

Receivables Review. (i) At any time and from time to time, upon not less than five (5) Business Days' notice (unless a Liquidation Event has occurred and is continuing (or the Administrative Agent believes in good faith that a Liquidation Event has occurred and is continuing), in which case no such notice shall be required) permit the Company and the Administrative Agent or their respective agents or representatives, (i)(AA) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under its the control of such Seller relating to the Receivables generated by itReceivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit its such Seller's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by it such Seller or its such Seller's performance hereunder with any of its the officers or employees of such Seller having knowledge of such matters; (ii) to meet with its the independent auditorsauditors of such Seller, to review such auditor's work papers and otherwise to review with such auditors its the books and records of such Seller with respect to the Receivables generated by it and the Related Rights theretoRights; and (iii) without limiting the provisions of clause (i) next above, from time to time, at its such Seller's expense, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Receivables and the Related Rights conveyed to the Company hereunderRights; provided that, so long as no Liquidation Event has occurred and is continuing, (x) such examinations, visits, meetings and reviews shall not be done more than two four (24) times in any one calendar year and (y) it the Sellers shall only be responsible for the costs and expenses of one such review in any one calendar year.