Review and Reporting. Consignee recognizes the obligations of the Consignor to maintain active control of the KAV Inventory. (a) On every Payment Date, the Consignee shall provide to the Consignor and the Agent the report described in Item 1 of SCHEDULE II hereto relating to the month immediately preceding such Payment Date. The Consignee shall use its commercially reasonable best efforts to provide to the Consignor and the Agent all other Reports by the twentieth (20th) day of the month, but in no event later than the earlier of (i) three (3) Business Days before the applicable Review Meeting, or (ii) the last day of the month. Consignor, and until the payment in full of all amounts outstanding under the Loan Agreement and the termination of all commitments to extend credit thereunder, the Agent, shall have the right to inspect KAV Inventory from time to time, upon prior written notice, during Consignee's normal business hours, such inspections to be arranged so as not to interfere with the operations of Consignee, but with respect to the Consignor in no event more than four (4) times per calendar year (unless there shall have occurred an Event of Default). (b) The Consignee agrees to use its commercially reasonable best efforts to provide the Consignor with on-line computer access to the following information relating to the KAV Inventory: (i) the repair, maintenance, overhaul, refurbishment or modification of any Parts, (ii) sales, leases and exchanges of any KAV Inventory, and (iii) returns of any Parts. If Consignee is unable to provide Consignor using commercially reasonable efforts on-line access to such information, the Consignee shall upon request of Consignor provide Consignor with daily or weekly batch reports setting forth such information. (c) The Consignee will periodically review with Consignor its standard operating procedures for the disassembly, repair, maintenance, overhaul, refurbishment and modification of Parts, any proposed modifications or amendments thereto and the status of the sales, leases and exchanges of KAV Inventory and the Kell▇▇▇▇▇ ▇▇▇entory that are determined to be Duplicate Parts, taking into account any customer preference (which such preference may be evidenced by a notation on the applicable purchase order), to ensure that the aggregate Duplicate Parts sales, lease and exchange revenue from the Kell▇▇▇▇▇ ▇▇▇entory and the KAV Inventory are managed such that the aggregate sales, lease and exchange revenue on account of sales, leases and exchanges of Duplicate Parts during any calendar quarter is substantially equal, subject to any requirements relating to any other consignment inventories managed by the Consignee as of the Effective Date of this Agreement. If the aggregate sales, lease and exchange revenue of the KAV Inventory and the Kell▇▇▇▇▇ ▇▇▇entory during any calendar quarter is not substantially equal, the Consignee shall in the next ensuing calendar quarter manage the sales, lease and exchange process by emphasizing sales, leases and exchanges from the deficient party's inventory on an ongoing basis to obtain and maintain the substantially equal revenue status from Duplicate Parts. For purposes of this section, the sales, lease and exchange revenue arising from the sales, lease and exchange of Kell▇▇▇▇▇ ▇▇▇entory and KAV Inventory shall mean the Gross Sales Price of such inventory. (d) The Consignor shall review the Reports and, no later than ten (10) Business Days after receiving each Report, notify the Consignee of any objections to the Reports thereto in writing including, without limitation, the Consignee's failure to abide by Section 15 hereof for the preceding reporting period, specifying in reasonable detail the grounds for such objection, (the "Objection"). The Consignee shall no later than five (5) Business Days after receipt by it of any Objection, by written notice to the Consignor, accept or reject such Objection, specifying in reasonable detail the grounds for any rejection thereof. If the Consignee accepts any Objection, the net amounts payable to the Consignor hereunder in respect of the reporting period shall be adjusted giving effect to such Objection, and the Consignee shall promptly pay the Consignor such additional amounts as shall be required to be paid the Consignor as a result of such adjustments. If the Consignee rejects any Objection, the parties will meet within five (5) Business Days after the Consignee notifies the Consignor of such rejection to discuss any such Objection. If the parties fail to reach agreement on an Objection at such meeting, or at any mutually agreed postponements and adjournments thereof, the Consignor may at its option, by written notice to the Consignee, either (i) withdraw such Objection (in which case no adjustments in respect of such withdrawn objections shall be made to such report), or (ii) pursue the Objection by requiring the Reports delivered during the preceding monthly or quarterly reporting period to be examined and verified by the Independent Accountants (as defined in the Inventory Purchase
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Review and Reporting. Consignee recognizes the obligations of the Consignor to maintain active control of the KAV Inventory.
(a) On every Payment Date, the Consignee shall provide to the Consignor and the Agent the report described in Item 1 of SCHEDULE Schedule II hereto relating to the month immediately preceding such Payment Date. The Consignee shall use its commercially reasonable best efforts to provide to the Consignor and the Agent all other Reports by the twentieth (20th) day of the month, but in no event later than the earlier of (i) three (3) Business Days before the applicable Review Meeting, or (ii) the last day of the month. Consignor, and until the payment in full of all amounts outstanding under the Loan Agreement and the termination of all commitments to extend credit thereunder, the Agent, shall have the right to inspect KAV Inventory from time to time, upon prior written notice, during Consignee's normal business hours, such inspections to be arranged so as not to interfere with the operations of Consignee, but with respect to the Consignor in no event more than four (4) times per calendar year (unless there shall have occurred an Event of Default).
(b) The Consignee agrees to use its commercially reasonable best efforts to provide the Consignor with on-line computer access to the following information relating to the KAV Inventory: (i) the repair, maintenance, overhaul, refurbishment or modification of any Parts, (ii) sales, leases and exchanges of any KAV Inventory, and (iii) returns of any Parts. If Consignee is unable to provide Consignor using commercially reasonable efforts on-line access to such information, the Consignee shall upon request of Consignor provide Consignor with daily or weekly batch reports setting forth such information.
(c) The Consignee will periodically review with Consignor its standard operating procedures for the disassembly, repair, maintenance, overhaul, refurbishment and modification of Parts, any proposed modifications or amendments thereto and the status of the sales, leases and exchanges of KAV Inventory and the Kell▇▇▇▇▇ ▇▇▇entory Kellstrom Inventory that are determined to be Duplicate Parts, taking into account ▇▇▇▇ ▇▇▇ount any customer preference (which such preference may be evidenced by a notation on the applicable purchase order), to ensure that the aggregate Duplicate Parts sales, lease and exchange revenue from the Kell▇▇▇▇▇ ▇▇▇entory Kellstrom Inventory and the KAV Inventory are managed such that the aggregate a▇▇▇▇▇▇▇▇ sales, lease and exchange revenue on account of sales, leases and exchanges of Duplicate Parts during any calendar quarter is substantially equal, subject to any requirements relating to any other consignment inventories managed by the Consignee as of the Effective Date of this Agreement. If the aggregate sales, lease and exchange revenue of the KAV Inventory and the Kell▇▇▇▇▇ ▇▇▇entory Kellstrom Inventory during any calendar quarter is not substantially equal▇▇▇▇▇, the ▇▇e Consignee shall in the next ensuing calendar quarter manage the sales, lease and exchange process by emphasizing sales, leases and exchanges from the deficient party's inventory on an ongoing basis to obtain and maintain the substantially equal revenue status from Duplicate Parts. For purposes of this section, the sales, lease and exchange revenue arising from the sales, lease and exchange of Kell▇▇▇▇▇ ▇▇▇entory Kellstrom Inventory and KAV Inventory shall mean the Gross Sales Price of such Pric▇ ▇▇ ▇▇▇▇ inventory.
(d) The Consignor shall review the Reports and, no later than ten (10) Business Days after receiving each Report, notify the Consignee of any objections to the Reports thereto in writing including, without limitation, the Consignee's failure to abide by Section 15 hereof for the preceding reporting period, specifying in reasonable detail the grounds for such objection, (the "Objection"). The Consignee shall no later than five (5) Business Days after receipt by it of any Objection, by written notice to the Consignor, accept or reject such Objection, specifying in reasonable detail the grounds for any rejection thereof. If the Consignee accepts any Objection, the net amounts payable to the Consignor hereunder in respect of the reporting period shall be adjusted giving effect to such Objection, and the Consignee shall promptly pay the Consignor such additional amounts as shall be required to be paid the Consignor as a result of such adjustments. If the Consignee rejects any Objection, the parties will meet within five (5) Business Days after the Consignee notifies the Consignor of such rejection to discuss any such Objection. If the parties fail to reach agreement on an Objection at such meeting, or at any mutually agreed postponements and adjournments thereof, the Consignor may at its option, by written notice to the Consignee, either (i) withdraw such Objection (in which case no adjustments in respect of such withdrawn objections shall be made to such report), or (ii) pursue the Objection by requiring the Reports delivered during the preceding monthly or quarterly reporting period to be examined and verified by the Independent Accountants (as defined in the Inventory Purchase
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