Common use of Furnishing of Information and Inspection of Receivables Clause in Contracts

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Seller will, at the Seller’s expense, during regular business hours upon reasonable prior written notice, permit the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets, (ii) visit the offices and properties of the Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Seller’s performance under the Transaction Documents to which it is a party with any of the officers of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visits.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Seller Servicer will, at the Seller’s expense, during regular business hours upon reasonable prior written notice, permit the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets, Assets and (ii) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the SellerServicer’s performance under the Transaction Documents to which it is a party with any of the officers of the Seller Servicer and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Servicer shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visits.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any such Purchaser Agent may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours upon reasonable with prior written noticenotice (i) so long as no Termination Event has occurred, not more than once during each fiscal quarter, permit the Administrator and/or or any Purchaser Agent Agent, or their respective agents or representatives representatives, (A) to (i) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Assets, Assets and (iiB) to visit the offices and properties of the Seller Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iii) to discuss matters relating to the Pool Receivables, other Pool Assets or the SellerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and Servicer (only provided that representatives of the Servicer are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period matters and (Bii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon reasonable prior written notice from the Administrator, permit certified public accountants or other auditors acceptable to the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsconduct, a review of its books and records with respect to the Pool Receivables; provided, that Servicer shall only be responsible for the expenses incurred in connection with one (1) review for any calendar year pursuant to this clause (ii), so long as no Termination Event has occurred.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables and the Related Rights as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Lender may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Buyer, the Administrative Agent and each Lender or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the Sellersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, such Originator having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller such Originator shall be required to reimburse the Administrator Buyer and the Administrative Agent for only one (1) such audit audit/inspection pursuant to clause (i) above and one (1) review pursuant to clause (ii) above, in each case, in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Seller will, at the Seller’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Agent Agent, or their respective agents or representatives representatives, (A) to (i) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Assets, Assets and (iiB) to visit the offices and properties of the Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iii) to discuss matters relating to the Pool Receivables, other Pool Assets or the Seller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only provided that representatives of the Seller are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such matters; matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Seller’s expense, upon prior written notice from the Administrator and/or such Purchaser Agent, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to such Receivables, provided, that the Seller shall be required to reimburse the Administrator and Purchaser Agents for only one (1) such audit or visit per year (unless one (1) audit or visit of the Seller, the Originator and the Servicer shall have been previously reimbursed by the Servicer during such year), unless a Termination Event has occurred and is continuing, (A) the Seller shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visits.

Furnishing of Information and Inspection of Receivables. The Seller will furnish Furnish or cause to be furnished to the Administrator Transferee, the Agent and each Purchaser Agent Investor from time to time such information with respect to the Pool Receivables and the other Support Assets as the Administrator Transferee, the Agent or any Purchaser Agent Investor may reasonably request. The Seller Such Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Transferee, the Agent and each Investor or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsRelated Rights, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets the Related Rights or the Sellersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, such Originator having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon prior written notice from the Transferee or Agent, permit certified public accountants or other auditors reasonably acceptable to the Agent to conduct a review of its books and records with respect to such Receivables and Related Rights; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller such Originator shall be required to reimburse the Administrator Agent only up to $25,000 (when aggregated with amounts required to be reimbursed by any Audacy Party pursuant to Sections 7.01(g) and 7.02(f) of the Receivables Purchase Agreement and Section 5.1(d) of the Sale and Contribution Agreement) for only one the cost of such reviews pursuant to clause (1ii) such audit above in any twelve-month period (excluding any audits/inspections requested by Transferee), unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrator Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours upon reasonable hours, with prior written notice, notice permit the Administrator and/or any Purchaser Administrative Agent and each Group Agent or their respective agents or representatives (which may include certified public accountants or other auditors) to (i) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (ii) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records, (iii) conduct a review of the Servicer’s books and records (subject with respect to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines Pool Receivables and in accordance with applicable safety procedures), other Collateral and (iiiiv) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the SellerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors or employees and use commercially reasonable efforts to provide for the Administrative Agent and each Group Agent or their respective agents or representatives (in the presence of representatives of the Seller Servicer) to meet with the independent certified public accountants of the Servicer; provided, however, that (A) any such visits or inspections shall be subject to such conditions as the Servicer shall deem necessary based on reasonable considerations of safety, security and confidentiality; and (only during B) the continuance Servicer shall not be required to disclose to any Person any information the disclosure of a Termination Eventwhich is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) its independent accountants, such confidentiality obligation was not entered into in each case, having knowledge contemplation hereof and (y) the Servicer provides such Person with notice that information is being withheld due to the existence of such mattersconfidentiality obligation; provided, further, however, that the Servicer shall be required to reimburse the Administrative Agent for only one (1) such review in any twelve-month period, unless an Event of Default or a Termination Event has occurred and is continuing. If a Ratings Event, (A) Event of Default or Termination Event has occurred and is continuing, the Seller shall be required Administrative Agent may appoint a third party to reimburse monitor the Administrator for only one (1) such audit in any twelve-month period and (B) servicing of the Administrator and Pool Receivables, including the Purchaser Agents hereby agree to coordinate their due diligence visitsdisposition of Collections.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Seller Servicer will, at the Seller’s expense, during regular business hours upon reasonable prior written notice, permit the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets, (ii) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the SellerServicer’s performance under the Transaction Documents to which it is a party with any of the officers of the Seller Servicer and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Servicer shall be required to reimburse the Administrator and Purchaser Agents, together, for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsaudits.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Support Assets as the Administrator Agent or any Purchaser Agent Investor may reasonably request. The Seller will, at the Seller’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Agent and each Investor or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Support Assets, (iiB) visit the offices and properties of the Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Support Assets or the Seller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Seller’s expense, upon prior written notice from the Agent, permit certified public accountants or other auditors reasonably acceptable to the Agent to conduct a review of its books and records with respect to such Pool Receivables and other Support Assets; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller shall be required to reimburse the Administrator Agent only up to $25,000 (when aggregated with amounts required to be reimbursed pursuant to Section 7.02(f) of this Agreement, Section 5.1(d) of the Sale and Contribution Agreement and Section 5.1(d) of the Purchase and Sale Agreement) for only one the cost of such reviews pursuant to clause (1ii) such audit above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Company, the Administrative Agent and each Purchaser Agent Group Agent, from time to time time, such information with respect to the Pool Receivables as the Administrator Company, the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable prior written notice, (i) permit the Administrator Company, the Administrative Agent and/or any Purchaser Group Agent or their agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets Collateral or the Sellersuch Originator’s performance under hereunder or under the Transaction Documents to which it is a party with any of the officers officers, directors or employees of the Seller such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Receivables and other Collateral; provided, that unless a Termination an Event of Default has occurred and is continuing, (A) the Seller Originators, the Borrower and the Servicer shall be required to reimburse the Administrator Company, the Administrative Agent and Group Agents, together, for only one (1) such combined audit of the Originators pursuant to this Section 6.1(f), of the Borrower pursuant to Section 8.01(g) of the Receivables Financing Agreement and of the Servicer pursuant to Section 8.02(e) of the Receivables Financing Agreement by the Company, the Administrative Agent and the Group Agents in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsperiod.

Furnishing of Information and Inspection of Receivables. The Seller Borrower will furnish or cause to be furnished to the Administrator Administrative Agent and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Administrative Agent or any Purchaser Agent Lender may reasonably request. The Seller Borrower will, at the SellerBorrower’s expense, during regular business hours upon reasonable with at least three (3) days’ prior written notice, notice (i) permit the Administrator and/or any Purchaser Administrative Agent and each Lender or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller Borrower for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the SellerBorrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, Borrower having knowledge of such mattersmatters (provided that a representative of the Borrower are present during such discussions) and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrower’s expense, upon at least three (3) days’ prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Borrower shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (i) and (ii) above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Issuer will furnish or cause to be furnished to the Administrator Administrative Agent and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Administrative Agent or any Purchaser Agent may reasonably request. The Seller Issuer will, at the SellerIssuer’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Administrative Agent and each Purchaser Agent or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller Issuer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the SellerIssuer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, Issuer having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Issuer’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Issuer shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (i) above in any twelve-month period and only one (1) such review pursuant to clause (ii) above in any twelve-month period, in each case unless an Event of Default has occurred and is continuing. If in connection with any audit or review conducted in accordance with clause (i) or (ii) above, the Administrative Agent or any Purchaser discover any other material deviations in the computation or reporting of the Contractual Dilution Accrual, Deemed Collection or the Dilution Ratio, then in either case, the Issuer shall either (A) promptly consent to an amendment of this Agreement or any other Transaction Document reasonably requested by the Administrative Agent or any Purchaser, amending one or more of (I) the definition of Contractual Dilution Accrual, Deemed Collection, the Dilution Ratio or Net Receivables Pool Balance, (II) the Dilution Ratio threshold set forth in Section 10.01, (III) Sections 8.01(y), 8.02(n) and 8.02(o) of this Agreement or (IV) such other definitions included in, and provisions of, this Agreement or any other Transaction Document that are reasonably requested by the Administrative Agent or any Purchaser or (B) promptly repay in full the Administrator Note Balance of each Purchaser’s Note and consent to the Purchaser Agents hereby agree to coordinate their due diligence visitsdeemed occurrence of the Maturity Date under this Agreement on such date selected by the Administrative Agent, in its sole discretion, which date shall be no early than 10 Business Days following receipt by the Issuer of notice thereof from the Administrative Agent.

Furnishing of Information and Inspection of Receivables. The Seller will furnish Furnish or cause to be furnished to the Administrator Transferee, the Agent and each Purchaser Agent Investor from time to time such information with respect to the Pool Receivables and the other Support Assets as the Administrator Transferee, the Agent or any Purchaser Agent Investor may reasonably request. The Seller Transferor will, at the SellerTransferor’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Transferee, the Agent and each Investor or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsRelated Rights, (iiB) visit the offices and properties of the Seller Transferor for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets the Related Rights or the SellerTransferor’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, Transferor having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Transferor’s expense, upon prior written notice from the Transferee or Agent, permit certified public accountants or other auditors reasonably acceptable to the Agent to conduct a review of its books and records with respect to such Receivables and Related Rights; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Transferor shall be required to reimburse the Administrator Agent only up to $25,000 (when aggregated with amounts required to be reimbursed pursuant to Sections 7.01(g) and 7.02(f) of the Receivables Purchase Agreement and Section 5.1(d) of the Purchase and Sale Agreement) for only one the cost of such reviews pursuant to clause (1ii) such audit above in any twelve-month period (excluding any audits/inspections requested by Transferee), unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Support Assets as the Administrator Agent or any Purchaser Agent Investor may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator and/or any Purchaser Agent and each Investor or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Support Assets, (iiB) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Support Assets or the SellerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, Servicer having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon prior written notice from the Agent, permit certified public accountants or other auditors reasonably acceptable to the Agent to conduct a review of its books and records with respect to the Pool Receivables and other Support Assets; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Servicer shall be required to reimburse the Administrator Agent for only one up to $25,000 (1when aggregated with amounts required to be reimbursed pursuant to Section 7.01(g) of this Agreement, Section 5.1(d) of the Sale and Contribution Agreement and Section 5.1(d) of the Purchase and Sale Agreement) for such audit reviews pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Borrower will furnish or cause to be furnished to the Administrator Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Borrower will, at the SellerBorrower’s expense, during regular business hours upon reasonable with at least three (3) Business Days’ prior written notice (or if an Event of Default has occurred and is continuing, prior written notice, ) (i) permit the Administrator and/or any Purchaser Administrative Agent and each Group Agent or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller Borrower for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provisionprovision and no such restriction shall apply to any Contract or any record of payment by Obligors with respect to any Receivable) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), ) and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the SellerBorrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and Borrower (only provided that representatives of the Borrower are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such matters; providedmatters and (ii) without limiting the provisions of clause (i) above, that unless a Termination during regular business hours, at the Borrower’s expense, upon at least three (3) Business Days prior written notice (or if an Event of Default has occurred and is continuing, prior written notice) from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that the party taking or requesting any such action pursuant to clause (Ai) above shall coordinate such action with the Seller other parties entitled to take such action; provided further, that the Borrower shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and is continuing. This Section 8.01(g) shall be read together with Section 8.02(e) of this Agreement (Bso long as NuStar or an Affiliate of NuStar is the Servicer) and Section 6.1(e) of the Administrator Purchase and Sale Agreement, such that the Administrative Agent and each Group Agent shall be entitled to information pursuant to such provisions and examination, inspection and other rights described in such sections with respect to the Pool Receivables and the Purchaser Agents hereby agree other Collateral, on a collective basis, from Borrower, Servicer or Originators, and if such information is delivered or rights satisfied by any of Borrower, Servicer or Originators, the provisions with respect to coordinate their due diligence visitsall such parties shall be deemed satisfied.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent (as assignee of the Buyer) and each Purchaser Agent (as assignee of the Buyer) from time to time such information with respect to the Pool Receivables as the Administrator Buyer, the Administrative Agent (as assignee of the Buyer) or any Purchaser Agent (as assignee of the Buyer) may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator Buyer, the Administrative Agent (as assignee of the Buyer) and/or any Purchaser Agent (as assignee of the Buyer) or their agents or representatives to (iA) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assetsand the Related Rights, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool ReceivablesReceivables sold by it hereunder, other Pool Assets the Related Rights or the Sellersuch Originator’s performance under the Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such matters; providedmatters and (ii) without limiting the provisions of clause (i) above, that during regular business hours, at such Originator’s expense, upon prior written notice from the Buyer or the Administrative Agent, 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 Pool Receivables and the Related Rights. Notwithstanding the foregoing, unless a Purchase and Sale Termination Event has occurred and is continuing, (A) the Seller each Originator shall be required to reimburse the Administrator Administrative Agent and Purchasers, together, for only one (1) such audit inspection and visit as set forth in clause (i) in any twelve-month period and one (B1) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitssuch audit as set forth in clause (ii) in any twelve-month period.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Seller will, at the Seller’s expense, during regular business hours upon reasonable prior written notice, permit the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets, (ii) visit the offices and properties of the Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Seller’s performance under the Transaction Documents to which it is a party with any of the officers of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller shall be required to reimburse the Administrator and Purchaser Agents, together, for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsaudits.

Furnishing of Information and Inspection of Receivables. The Seller Each Servicer will furnish or cause to be furnished to the Administrator Administrative Agent and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Supporting Assets as the Administrator Administrative Agent or any Purchaser Agent may reasonably request. The Seller Each Servicer will, at the SellerServicer’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator and/or any Administrative Agent and each Purchaser Agent or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Supporting Assets, (iiB) visit the offices and properties of the Seller such Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Supporting Assets or the Sellersuch Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and such Servicer (only provided that representatives of such Servicer are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Servicer’s expense, upon at least five (5) Business Days’ prior written notice from the Administrative Agent, 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 Pool Receivables and other Supporting Assets; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller such Servicer shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (ii) above (inclusive of any review under Section 7.01(g)) and two (2) such reviews pursuant to clause (i) above in any twelve-month period unless an Event of Default or Potential Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrator Administrative Agent, the LC Bank and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Administrative Agent, the LC Bank or any Purchaser Agent Lender may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator and/or any Purchaser Agent Administrative Agent, the LC Bank and each Lender or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the SellerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and Servicer (only provided that representatives of the Servicer are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon prior written notice from the Administrative Agent, 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 Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Servicer shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit combined review of the Borrower pursuant to Section 8.01(g) and the Servicer, the Borrower and the Originators pursuant to clause (ii) above in any twelve-month period unless an Event of Default has occurred and (B) is continuing. BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Administrator Securities and the Purchaser Agents hereby agree to coordinate their due diligence visitsExchange Commission.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrator Administrative Agent, the LC Bank and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Administrative Agent, the LC Bank or any Purchaser Agent Lender may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator and/or any Purchaser Agent Administrative Agent, the LC Bank and each Lender or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the SellerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and Servicer (only provided that a representative of the Servicer is present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon prior written notice from the Administrative Agent, 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 Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Servicer shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period unless an Event of Default has occurred and (Bis continuing and; provided, further, that any site visit or review pursuant to Section 8.01(g) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsshall be deemed a site visit or review under this subsection.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the Related Rights as the Administrator Buyer, the Administrative Agent or any Purchaser Agent may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator and/or any Buyer, the Administrative Agent and each Purchaser Agent or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Assetsthe Related Rights, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets the Related Rights or the Sellersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to such Pool Receivables and the Related Rights; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller such Originator shall be required to reimburse the Administrator Buyer and the Administrative Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period period, unless (x) an Event of Termination has occurred and is continuing or (By) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsfirst such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any such Purchaser Agent may reasonably request; provided, that the preceding shall not obligate the Seller to deliver Information Packages more frequently than as set forth in clause(a)(ii) above. The Seller will, at the Seller’s expense, at any time and from time to time during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or or any Purchaser Agent Agent, or their respective agents or representatives (so long as such Persons agree to agrees to comply with Seller’s reasonable security measures and visitation guidelines), (iA) to examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Assets, Assets and (iiB) to visit the offices and properties of the Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iii) to discuss matters relating to the Pool Receivables, other Pool Assets or the Seller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only provided that representatives of the Seller are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period matters and (Bii) without limiting the provisions of clause (i) above, from time to time during regular business hours, at the Seller’s expense, upon reasonable prior written notice from the Administrator and the Purchaser Agents hereby Agents, permit certified public accountants or other auditors acceptable to the Administrator (so long as such Persons agree to coordinate their due diligence visits.agrees to comply with Seller’s reasonable security measures and visitation guidelines) to conduct a review of its books and

Furnishing of Information and Inspection of Receivables. The Seller Originator will furnish or cause to be furnished to the Administrator Buyer and Administrative Agent, the LC Bank and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Buyer, Administrative Agent, the LC Bank or any Purchaser Agent Lender may reasonably request. The Seller Originator will, at the Seller’s its expense, during regular business hours upon with reasonable prior written notice, notice (i) permit the Administrator and/or any Purchaser Agent Buyer, Administrative Agent, the LC Bank and each Lender or their respective agents or representatives to (iA) examine and make copies of and abstracts from the books and all records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the SellerOriginator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and Originator (only provided that representatives of the Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Originator’s expense, upon reasonable prior written notice from the Administrative Agent, permit certified public accountants or other auditors reasonably acceptable to the Administrative Agent to conduct a review of its records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller Originator shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit combined review of the Buyer, Originator and Sub-Originators pursuant to clause (ii) above or under the Receivables Financing Agreement in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables as the Administrator Buyer, the Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable with at least three (3) Business Days’ prior written notice (or if an Event of Default has occurred and is continuing, prior written notice), (i) permit the Administrator Buyer, the Administrative Agent and/or any Purchaser Group Agent or their agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provisionprovision and no such restriction shall apply to any Contract or any record of payment by Obligors with respect to any Receivable) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets Collateral or the Sellersuch Originator’s performance under hereunder or under the Transaction Documents to which it is a party with any of the officers officers, directors or employees of the Seller such Originator (provided that representatives of such Originator are present during such discussions) and (only during the continuance of a Termination Eventan Event of Default) its independent accountantsaccountants (provided that representatives of such Originator are present during such discussions), in each case, having knowledge of such matters; providedmatters and (ii) without limiting the provisions of clause (i) above, that unless a Termination during regular business hours, at the Originator’s expense, upon at least three (3) Business Days prior written notice (or if an Event of Default has occurred and is continuing, prior written notice) from the Buyer, the Administrative Agent or a Group Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables; provided, that the party taking or requesting any such action pursuant to clause (Ai) above shall coordinate such action with the Seller other parties entitled to take such action; provided further, that the Originators shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and (Bis continuing. So long as NuStar Energy or an Affiliate of NuStar Energy is the Servicer, this Section 6.1(e) shall be read together with Sections 8.01(g) and 8.02(e) of the Administrator Receivables Financing Agreement, such that the Administrative Agent and each Group Agent shall be entitled to information pursuant to such provisions and examination, inspection and other rights described in such sections with respect to the Pool Receivables and the Purchaser Agents hereby agree other Collateral, on a collective basis, from Buyer, Servicer or Originators, and if such information is delivered or rights satisfied by any of Buyer, Servicer or Originators, the provisions with respect to coordinate their due diligence visitsall such parties shall be deemed satisfied.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the Related Rights as the Administrator Buyer, the Administrative Agent or any Purchaser Agent may reasonably request; provided, that this clause (e) shall not obligate any Originator to deliver Monthly Reports and Weekly Reports (if any) more frequently than as set forth in the Receivables Purchase Agreement. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator and/or any Buyer, the Administrative Agent and each Purchaser Agent or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Assetsthe Related Rights, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets the Related Rights or the Sellersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, such Originator having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to such Pool Receivables and the Related Rights; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller such Originator shall be required to reimburse the Administrator Buyer and the Administrative Agent for only one (1) such audit review pursuant to clause (ii) above and any other similar clause in any Transaction Document in any twelve-month period period, unless (x) an Event of Termination has occurred and is continuing or (By) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsfirst such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Seller Servicer will furnish or cause to be furnished to the Administrator Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Administrative Agent or any Purchaser Group Agent may reasonably request. The Seller Servicer will, at the SellerServicer’s expense, during regular business hours upon reasonable hours, with prior written notice, notice permit the Administrator and/or any Purchaser Administrative Agent and each Group Agent or their respective agents or representatives (which may include certified public accountants or other auditors) to (i) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (ii) visit the offices and properties of the Seller Servicer for the purpose of examining such books and records, (iii) conduct a review of the Servicer’s books and records (subject with respect to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines Pool Receivables and in accordance with applicable safety procedures), other Collateral and (iiiiv) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the SellerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors or employees and use commercially reasonable efforts to provide for the Administrative Agent and each Group Agent or their respective agents or representatives (in the presence of representatives of the Seller and (only during Servicer) to meet with the continuance independent certified public accountants of a Termination Event) its independent accountants, in each case, having knowledge of such mattersthe Servicer; provided, however, that (A) any such visits or inspections shall be subject to such conditions as the Servicer shall deem necessary based on reasonable considerations of safety, security and confidentiality; and (B) the Servicer shall not be required to disclose to any Person any information the disclosure of which is prohibited by applicable law or binding agreement or subject to attorney-client privilege or constitutes attorney-work product or constitutes non-financial trade secrets or non-financial proprietary information so long as (x) such confidentiality obligation was not entered into in contemplation hereof and (y) the Servicer provides such Person with notice that information is being withheld due to the existence of such confidentiality obligation; provided, further, however, that the Servicer shall be required to reimburse the Administrative Agent for only one (1) such review in any twelve-month period, unless an Event of Default or a Termination Event has occurred and is continuing. If a Ratings Event, (A) Event of Default or Termination Event has occurred and is continuing, the Seller shall be required Administrative Agent may appoint a third party to reimburse monitor the Administrator for only one (1) such audit in any twelve-month period and (B) servicing of the Administrator and Pool Receivables, including the Purchaser Agents hereby agree to coordinate their due diligence visitsdisposition of Collections.

Furnishing of Information and Inspection of Receivables. The Seller Each SPV Entity will furnish or cause to be furnished to the Administrator Administrative Agent and each Purchaser Agent of the Purchasers from time to time such information with respect to the Pool Receivables and the other Supporting Assets as the Administrator Administrative Agent or any Purchaser Agent may reasonably request. The Seller Each SPV Entity will, at the Sellersuch SPV Entity ’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Administrative Agent and each Purchaser Agent or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool Supporting Assets, (iiB) visit the offices and properties of the Seller such SPV Entity for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Supporting Assets or the Sellersuch SPV Entity’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, such SPV Entity having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such SPV Entity’s expense, upon at least five (5) Business Days’ prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Supporting Assets; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (ii) above (inclusive of any review under Section 7.02(f)(ii)) and two (2) such reviews pursuant to clause (i) above in any twelve-month period unless an Event of Default or Potential Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Lender may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon with reasonable prior written notice, (i) permit the Administrator and/or any Purchaser Buyer, the Administrative Agent and each Lender or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the Sellersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller such Originator shall be required to reimburse the Administrator Buyer and the Administrative Agent for only one (1) such audit combined review of the Originators pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Company, the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables and Related Rights as the Administrator Company, the Administrative Agent, any Group Agent or any Purchaser Agent Lender may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon with reasonable prior written notice, notice (i) permit the Administrator and/or any Purchaser Company, the Administrative Agent and each Group Agent or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsRelated Rights, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets the Related Rights or the Sellersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors or employees of the Seller and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Company or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Company or the Administrative Agent, to conduct a review of its books and records with respect to such Pool Receivables and Related Rights; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller such Originator shall be required to reimburse the Administrator Company, the Administrative Agent or any Group Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent from time to time such information with respect to the Pool Receivables Receivables, the Related Rights and the other Sold Assets and Seller Collateral, as the Administrator Buyer, the Administrative Agent or any Purchaser Agent may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon with reasonable prior written notice, notice (i) permit the Administrator and/or any Buyer, the Administrative Agent and each Purchaser Agent or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsSold Assets and Seller Collateral, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Sold Assets and Seller Collateral or the Sellersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Seller and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to the Pool Receivables and other Sold Assets and Seller Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller such Originator shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Buyer, the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Buyer, the Administrator or any Purchaser Agent may reasonably request. The Seller Each Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable prior written notice, permit the Buyer, the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets, (ii) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Sellersuch Originator’s performance under the Transaction Documents to which it is a party with any of the officers of the Seller such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller each Originator shall be required to reimburse the Buyer, the Administrator and Purchaser Agents, together,for only one (1) such audit in any twelve-month period and (B) the Buyer, the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsaudits.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Buyer, the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Buyer, the Administrator or any Purchaser Agent may reasonably request. The Seller Each Originator will, at the Seller’s expense, during regular business hours upon reasonable prior written notice, permit the Buyer, the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets, Assets and (ii) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Sellersuch Originator’s performance under the Transaction Documents to which it is a party with any of the officers of the Seller such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller each Originator shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visits.

Furnishing of Information and Inspection of Receivables. The Seller Each Originator will furnish or cause to be furnished to the Buyer, the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Buyer, the Administrator or any Purchaser Agent may reasonably request. The Seller Each Originator will, at the Seller’s such Originator's expense, during regular business hours upon reasonable prior written notice, permit the Buyer, the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets, (ii) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Seller’s such Originator's performance under the Transaction Documents to which it is a party with any of the officers of the Seller such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Seller each Originator shall be required to reimburse the Buyer, the Administrator and Purchaser Agents, together,for only one (1) such audit in any twelve-month period and (B) the Buyer, the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsaudits.

Furnishing of Information and Inspection of Receivables. The Seller Such Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent Lender from time to time such information with respect to the its Pool Receivables as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Lender may reasonably request. The Seller Such Originator will, at the Sellersuch Originator’s expense, during regular business hours upon reasonable three (3) days’ prior written notice, (i) permit the Administrator Buyer, the Administrative Agent and/or any Purchaser Agent Lender or their respective agents or representatives to (iA) examine and make copies of and abstracts from the all books and records relating to the Pool Receivables or other Pool AssetsCollateral, (iiB) visit the offices and properties of the Seller such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the its Pool Receivables, other Pool Assets Collateral or the Sellersuch Originator’s performance hereunder or under the Transaction Documents to which it is a party with any of the officers officers, directors or employees of the Seller such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon prior written notice from the Buyer or Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination an Event of Default has occurred and is continuing, (A) the Seller Originators collectively shall be required to reimburse the Administrator Buyer, the Administrative Agent and the Lenders, together, for only two (2) reviews pursuant to clause (i) above and only one (1) such audit review pursuant to clause (ii) above, in each case, in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsperiod.