Receivables Reviews. Subject to the last proviso to the next sentence, the Servicer, any Sub-Servicer and Transferor shall, during regular business hours upon not less than two Business Days' prior notice, permit the Trustee (or such other Person whom the Trustee may designate from time to time), any Required Person or their respective agents or representatives (including certified public accountants or other auditors), as an expense of the Servicer paid out of the Servicing Fee, (i) to examine and make copies of and abstracts from, and to conduct accounting reviews of, all Records in the possession or under the control of any Origination and Servicing Party, including the related Contracts and purchase orders, invoices and other agreements related thereto, and (ii) to visit the offices and properties of any Origination and Servicing Party for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Receivables or the Related Transferred Assets or the performance by any Origination and Servicing Party of their respective obligations under any Transaction Document with any Authorized Officer of any Origination and Servicing Party or Transferor (as applicable) or, with employees of such Origination and Servicing Party having knowledge of such matters. The Trustee or any Required Person may conduct, or cause their respective agents or representatives to conduct, reviews of the types described in this paragraph (b) (each such review, a "Receivables Review") whenever the Trustee or any Required Person, in its reasonable judgment, deems any such review appropriate, and the Trustee shall conduct, or cause its agents or representatives to conduct, such a review if requested by any Required Person; provided that, prior to the occurrence and continuance of an Early Amortization Event or an Unmatured Early Amortization Event or during the period in which the most recent quarterly servicing report delivered pursuant to Section 3.7 discloses a material exception, the Trustee and each Required Person shall have the right to request a Receivables Review not more than three times in the aggregate in any calendar year for any Origination and Servicing Party, each such Receivables Review to be an expense of the Servicer paid out of the Servicing Fee; and provided, further, that, (A) after the occurrence and during the continuance of a Early Amortization Event or an Unmatured Early Amortization Event or during the period in which the most recent quarterly servicing report delivered pursuant to Section 3.7 discloses a material exception, such Receivables Reviews shall be conducted during regular business hours upon not less than two Business Days' prior notice, and (B) after the occurrence and during the continuance of a Early Amortization Event or an Unmatured Early Amortization Event or during the period in which the most recent quarterly servicing report delivered pursuant to Section 3.7 discloses a material exception, there shall be no limitation on the number of Receivables Reviews that are conducted by or on behalf of the Trustee or any Required Person and all such Receivables Reviews shall be an expense of the Servicer paid out of the Servicing Fee. Transferor hereby irrevocably authorizes the Trustee, for the benefit of the Certificateholders, to exercise its rights under Section 6.1(c) of the Purchase Agreement. Any Receivables Reviews that the Trustee conducts pursuant to Section 6.1(c) of the Purchase Agreement, under such authorization, shall be conducted concurrently with the Receivables Reviews with respect to the related Seller that the Trustee conducts pursuant to this Section 3.5(b). Prior to the occurrence and continuance of a Early Amortization Event or an Unmatured Early Amortization Event, the Trustee may conduct no more than three separate reviews in the aggregate in any calendar year per Origination and Servicing Party for all reviews conducted pursuant to this Section 3.5(b) and Section 6.1(c) of the Purchase Agreement. Transferor hereby agrees that it shall not exercise its rights to conduct any Receivables Review pursuant to Section 6.1(c) of the Purchase Agreement unless the Trustee, as the assignee of Transferor pursuant to Section 2.1(a)(iii) hereof, shall, at the direction of any Required Person, have given its prior written consent to Transferor's conducting such review; provided that, as between Transferor and the Trustee, Transferor hereby agrees that it shall not request the right to conduct, on its own behalf and for its own benefit, the first Receivables Review in any calendar year. If the Trustee consents to the conduct of any second Receivables Review by Transferor pursuant to Section 6.1(c) of the Purchase Agreement, then such review by Transferor shall be an expense of the Servicer paid out of the Servicing Fee. The Trustee shall not be responsible for failing to conduct a Receivables Review meeting the conditions of this Section 3.5(b) as a result of any breach of this Section 3.5(b) by any Origination and Servicing Party.
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Samples: Pooling and Servicing Agreement (International Comfort Products Corp), Pooling and Servicing Agreement (International Comfort Products Corp)
Receivables Reviews. Subject to the last proviso to the next sentence, the Servicer, any Sub-Servicer and Transferor Seller shall, during regular business hours upon not less than two five Business Days' prior noticenotice (unless a Liquidation Event has occurred and is continuing (or the Insurer or the Administrator reason- ably believes in good faith that a Liquidation Event has occurred and is continuing), in which case one Business Day notice shall be required), permit WPS Xxxxx or the Trustee (or such other Person whom the Trustee may designate from time to time), any Required Person or Administrator and their respective agents or representatives (including certified public accountants or other auditors), as an expense of the Servicer paid out of the Servicing Feerepresentatives, (i) to examine and make copies of and abstracts from, and to conduct accounting reviews of, all Records in the possession or under the control of any Origination and Servicing Party, including Seller relating to the related Contracts and purchase orders, invoices and other agreements related theretoReceivables or Related Assets generated by Seller, and (ii) to visit the offices and properties of any Origination and Servicing Party Seller for the purpose of examining such materials described in clause (i) next above, and to discuss matters relating to the any Receivables or the any Related Transferred Assets of Seller or the Seller's performance by any Origination and Servicing Party of their respective obligations under any Transaction Document hereunder with any of the Authorized Officers of Seller or, with the prior consent of an Authorized Officer of any Origination and Servicing Party or Transferor (as applicable) orSeller, with employees of such Origination and Servicing Party Seller having knowledge of such mattersmatters (the examinations set forth in the foregoing clauses (i) and (ii) being herein called a "Seller Receivables Review"). The Trustee WPS Xxxxx or any Required Person may conduct, or cause their respective the Administrator and its agents or representatives shall be entitled to conduct, reviews of conduct Seller Receivables Reviews whenever WPS Xxxxx or the types described in this paragraph (b) (each such review, a "Receivables Review") whenever the Trustee or any Required PersonAdministrator, in its reasonable judgment, deems any a Seller Receivables Review appropriate. Seller shall pay the costs and expenses for two such review appropriate, Seller Receivables Reviews in the calendar year 2001 and the Trustee shall conduct, or cause its agents or representatives to conduct, costs and expenses for one such a review if requested by any Required Person; provided that, prior to the occurrence and continuance of an Early Amortization Event or an Unmatured Early Amortization Event or during the period in which the most recent quarterly servicing report delivered pursuant to Section 3.7 discloses a material exception, the Trustee and each Required Person shall have the right to request a Receivables Review not more than three times in the aggregate in any calendar year for any Origination and Servicing Party, each such Receivables Review to be an expense of the Servicer paid out of the Servicing Fee; and provided, further, that, (A) after the occurrence and during the continuance of a Early Amortization Event or an Unmatured Early Amortization Event or during the period in which the most recent quarterly servicing report delivered pursuant to Section 3.7 discloses a material exception, such Receivables Reviews shall be conducted during regular business hours upon not less than two Business Days' prior notice, and (B) after the occurrence and during the continuance of a Early Amortization Event or an Unmatured Early Amortization Event or during the period in which the most recent quarterly servicing report delivered pursuant to Section 3.7 discloses a material exception, there shall be no limitation on the number of Receivables Reviews that are conducted by or on behalf of the Trustee or any Required Person and all such Receivables Reviews shall be an expense of the Servicer paid out of the Servicing Fee. Transferor hereby irrevocably authorizes the Trustee, for the benefit of the Certificateholders, to exercise its rights under Section 6.1(c) of the Purchase Agreement. Any Receivables Reviews that the Trustee conducts pursuant to Section 6.1(c) of the Purchase Agreement, under such authorization, shall be conducted concurrently with the Receivables Reviews with respect to the related Seller that the Trustee conducts pursuant to this Section 3.5(b). Prior to the occurrence and continuance of a Early Amortization Event or an Unmatured Early Amortization Event, the Trustee may conduct no more than three separate reviews in the aggregate in any calendar year per Origination and Servicing Party for all reviews conducted pursuant to this Section 3.5(b) and Section 6.1(c) of the Purchase Agreement. Transferor hereby agrees that it shall not exercise its rights to conduct any Receivables Review pursuant to Section 6.1(c) of the Purchase Agreement unless the Trustee, as the assignee of Transferor pursuant to Section 2.1(a)(iii) hereof, shall, at the direction of any Required Person, have given its prior written consent to Transferor's conducting such review; provided that, as between Transferor and the Trustee, Transferor hereby agrees that it shall not request the right to conduct, on its own behalf and for its own benefit, the first Receivables Review in any other calendar year. If , and the Trustee consents to the conduct costs and expenses of any second additional Seller Receivables Review by Transferor pursuant to Section 6.1(c) of during the Purchase Agreement, then such review by Transferor calendar year 2001 or any other calendar year shall be an expense of the Servicer paid out of the Servicing Fee. The Trustee by WPS Xxxxx unless a Liquidation Event shall not have occurred and be responsible for failing to conduct a Receivables Review meeting the conditions of this Section 3.5(b) as a result of any breach of this Section 3.5(b) by any Origination and Servicing Partycontinuing.
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Samples: Receivables Purchase Agreement (Westpoint Stevens Inc)