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

Furnishing of Information and Inspection of Receivables. The Borrower will furnish or cause to be furnished to each Credit Party from time to time such information with respect to the Pool Receivables and the other Collateral as any Credit Party may reasonably request. The Borrower will, (i) at the Borrower’s expense, during regular business hours with prior written notice, permit each Credit Party or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Borrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrower’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 the Borrower shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and (ii) above in any twelve-month period, unless an Unmatured Event of Default or Event of Default has occurred and is continuing, in which case no such reimbursement limitation shall apply.

Furnishing of Information and Inspection of Receivables. The Borrower Sub-Originator will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Credit Party Lender from time to time such information with respect to the its Pool Receivables and as the other Collateral as Buyer, the Administrative Agent or any Credit Party Lender may reasonably request. The Borrower Sub-Originator will, (i) at the BorrowerSub-Originator’s expense, during regular business hours with upon three (3) days’ prior written notice, (i) permit each Credit Party the Buyer, the Administrative Agent and/or any Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower Sub-Originator for the purpose of examining such books and records records, and (C) discuss matters relating to the its Pool Receivables, the other Collateral or the BorrowerSub-Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, directors or employees or independent public accountants of the Borrower Sub-Originator and its independent accountants, in each case, having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerSub-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 the such Pool Receivables and other Collateral; provided, that the Borrower shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and (ii) above in any twelve-month period, unless an Unmatured Event of Default or Event of Default has occurred and is continuing, the Sub-Originator shall be required to reimburse the Buyer, the Administrative Agent and the Lenders, together, for only two (2) reviews pursuant to clause (i) above and only one (1) such review pursuant to clause (ii) above, in which case no such reimbursement limitation shall applyeach case, in any twelve-month period.

Furnishing of Information and Inspection of Receivables. The Borrower Each Originator will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Credit Party Lender from time to time such information with respect to the Pool Receivables Receivables, the Related Rights and the other Collateral as the Buyer, the Administrative Agent or any Credit Party Lender may reasonably request. The Borrower Each Originator will, (i) at the Borrowersuch Originator’s expense, during regular business hours with at least three (3) days’ prior written notice, (i) permit the Buyer, the Administrative Agent and each Credit Party Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower such Originator for the purpose of examining such books and records records, and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Borrowersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Originator (provided that representatives of such Originator are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrowersuch Originator’s expense, upon at least three (3) days’ 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 Agent, as applicable, to conduct a review of its books and records with respect to the Pool Receivables and other Collateral; provided, that the Borrower such Originator shall be required to reimburse the Buyer and the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses clause (i) and (ii) above (including any such review conducted concurrently with a review pursuant to Sections 8.01(g) or 8.02(f) of the Receivables Financing Agreement) in any twelve-month period, period unless an Unmatured Event of Default or Event of Default has occurred and is continuing, in which case no such reimbursement limitation shall apply.

Furnishing of Information and Inspection of Receivables. The Borrower Servicer will furnish or cause to be furnished to the Administrative Agent and each Credit Party Group Agent from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent or any Credit Party Group Agent may reasonably request. The Borrower Servicer will, (i) at the BorrowerServicer’s expense, during regular business hours 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 Administrative Agent and each Credit Party Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower 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 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 (C) discuss matters relating to the Pool Receivables, the other Collateral or 66 the BorrowerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerServicer’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 the Pool Receivables and other Collateral; provided, that the Borrower party taking or requesting any such action pursuant to clause (i) above shall coordinate such action with the other parties entitled to take such action; provided, further that the Servicer shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period, period unless an Unmatured Event of Default or Event of Default has occurred and is continuing. So long as NuStar or an Affiliate of NuStar is the Servicer, this Section 8.02(e) shall be read together with Section 8.01(g) of this Agreement and Section 6.1(e) of the 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 which case no such reimbursement limitation sections with respect to the Pool Receivables and the 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 all such parties shall applybe deemed satisfied.

Furnishing of Information and Inspection of Receivables. The Borrower Seller will furnish or cause to be furnished to the Administrative Agent and each Credit Party Purchaser from time to time such information with respect to the Pool Receivables Receivables, the other Sold Assets and the other Seller Collateral as the Administrative Agent or any Credit Party Purchaser may reasonably request. The Borrower Seller will, (i) at the BorrowerSeller’s expense, during regular business hours with reasonable prior written notice, notice (i) permit the Administrative Agent and each Credit Party Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or Receivables, the other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Borrower Seller for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the BorrowerSeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower Seller having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerSeller’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 Pool Receivables, the Pool Receivables other Sold Assets and other the Seller Collateral; provided, that the Borrower Seller shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period, unless an Unmatured Event of Default or Event of Default has occurred and is continuing, in which case no such reimbursement limitation shall apply.

Furnishing of Information and Inspection of Receivables. The Borrower Master Servicer will furnish or cause to be furnished to the Administrative Agent and each Credit Party Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and Seller Collateral as the Administrative Agent or any Credit Party Purchaser may reasonably request. The Borrower Master Servicer will, (i) at the BorrowerMaster Servicer’s expense, during regular business hours with reasonable prior written notice, (i) permit the Administrative Agent and each Credit Party Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Borrower Master Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the BorrowerMaster Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower Master Servicer having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerMaster 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 Receivables, the other Sold Assets and other the Seller Collateral; provided, that the Borrower Master Servicer shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period, period unless (x) an Unmatured Event of Default or Event of Default Termination has occurred and is continuing, in which case no continuing or (y) the first such reimbursement limitation shall applyreview had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Borrower will furnish or cause to be furnished to the Administrative Agent and each Credit Party Group Agent from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent, any Credit Party Group Agent or any Lender may reasonably request. The Borrower will, (i) at the Borrower’s expense, during regular business hours with prior written notice, notice (i) permit each Credit Party the Administrative Agent or their respective its agents or representatives (who may be accompanied by each Group Agent and/or or its agents or representatives) to do the following upon not less than two (2) Business Days prior notice and during regular business hours: (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Borrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrower’s expense, upon 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 books and records with respect to the such Pool Receivables and other Collateral; provided, that the Borrower shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period, unless an Unmatured Event of Default or Event of Default has occurred and is continuing, in which case no such reimbursement limitation shall apply.

Furnishing of Information and Inspection of Receivables. The Borrower Servicer will furnish or cause to be furnished to the Administrative Agent and each Credit Party Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and Seller Collateral as the Administrative Agent or any Credit Party Purchaser may reasonably request. The Borrower Servicer will, (i) at the BorrowerServicer’s expense, during regular business hours with reasonable prior written notice, (i) permit the Administrative Agent and each Credit Party Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or Receivables, other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Borrower Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the BorrowerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerServicer’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 the Pool Receivables Receivables, the other Sold Assets and other the Seller Collateral; provided, that the Borrower Servicer shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period, unless an Unmatured Event of Default or Event of Default has occurred and is continuing, in which case no such reimbursement limitation shall apply.

Furnishing of Information and Inspection of Receivables. The Borrower Servicer will furnish or cause to be furnished to the Administrative Agent and each Credit Party Group Agent from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative Agent or any Credit Party Group Agent may reasonably request. The Borrower Servicer will, (i) at the BorrowerServicer’s expense, during regular business hours 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 Administrative Agent and each Credit Party Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower 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 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 (C) discuss matters relating to the Pool Receivables, the other Collateral or the BorrowerServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerServicer’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 the Pool Receivables and other Collateral; provided, that the Borrower party taking or requesting any such action pursuant to clause (i) above shall coordinate such action with the other parties entitled to take such action; provided, further that the Servicer shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period, period unless an Unmatured Event of Default or Event of Default has occurred and is continuing. So long as NuStar or an Affiliate of NuStar is the Servicer, this Section 8.02(e) shall be read together with Section 8.01(g) of this Agreement and Section 6.1(e) of the 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 which case no such reimbursement limitation sections with respect to the Pool Receivables and the 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 all such parties shall applybe deemed satisfied.

Furnishing of Information and Inspection of Receivables. The Borrower Each Originator will furnish or cause to be furnished to the Buyer, the Borrower, the Administrative Agent and each Credit Party Group Agent from time to time such information with respect to the Pool Receivables and Related Rights transferred hereunder as the other Collateral as Buyer, the Borrower, the Administrative Agent, any Credit Party Group Agent or any Lender may reasonably request. The Borrower Each Originator will, (i) at the Borrowersuch Originator’s expense, during regular business hours with reasonable prior written noticenotice (i) permit the Buyer, permit the Borrower, the Administrative Agent and each Credit Party Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other CollateralRelated Rights, (B) visit the offices and properties of the Borrower such Originator for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral Related Rights or the Borrowersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Originator having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrowersuch Originator’s expense, upon reasonable prior written notice from the Buyer, the Borrower or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer, the Borrower or the Administrative Agent to conduct a review of its books and records with respect to the such Pool Receivables and other CollateralRelated Rights; provided, that the Borrower such Originator shall be required to reimburse the Buyer, the Borrower, the Administrative Agent or such certified public accountants or other auditors, as the case may be, any Group Agent for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period, unless an Unmatured Event of Default or Event of Default has occurred and is continuing, in which case no such reimbursement limitation shall apply.

Furnishing of Information and Inspection of Receivables. The Borrower Seller will furnish or cause to be furnished to the Administrative Agent and each Credit Party Group Agent from time to time such information with respect to the Pool Receivables and the other Collateral Support Assets as the Administrative Agent or any Credit Party Group Agent may reasonably request. The Borrower Seller will, (i) at the BorrowerSeller’s expense, during regular business hours with with, unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, five (5) Business Days prior written notice, notice (i) permit the Administrative Agent and each Credit Party Group Agent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other CollateralSupport Assets, (B) visit the offices and properties of the Borrower Seller for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral Support Assets or the BorrowerSeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower Seller having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerSeller’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 such Pool Receivables and other CollateralSupport Assets; provided, that unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, (A) the Borrower Seller shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for reasonable documented out-of-pocket costs and expenses for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period, unless calendar year and (B) the Administrative Agent and the Group Agents hereby agree to coordinate their audits and inspections. Following the occurrence of an Unmatured Event of Default Termination or Event Non-Reinvestment Event, the Administrative Agent may appoint a third party to monitor the servicing of Default has occurred the Pool Receivables, including the disposition of Collections received in the Collection Accounts. Upon the request of the Majority Group Agents, following the Majority Group Agents review of the results of an audit described in this Section, the Seller agrees to review the findings set forth in such audit report with the Administrative Agent and is continuing, each Group Agent and will work in which case no such reimbursement limitation shall applygood faith to promptly remediate any material findings.

Furnishing of Information and Inspection of Receivables. The Borrower Seller will furnish or cause to be furnished to each Credit Party the Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral as any Credit Party the Purchaser may reasonably request. The Borrower Seller will, (i) at the BorrowerSeller’s expense, during regular business hours with prior written notice, notice (i) permit each Credit Party the Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Borrower Seller for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the BorrowerSeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower Seller having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerSeller’s expense, upon prior written notice from the Administrative AgentPurchaser, permit certified public accountants or other auditors acceptable to the Administrative Agent Purchaser to conduct a review of its books and records with respect to the such Pool Receivables and other Sold Assets and the Seller Collateral; provided, that the Borrower Seller and the Master Servicer shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, Purchaser for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above and Section 8.02(f) in any twelve-month period, unless (x) an Unmatured Event of Default or Event of Default Termination has occurred and is continuing, in which case no such reimbursement limitation shall applycontinuing or (y) the prior review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Borrower Such Sub-Originator will furnish or cause to be furnished to the Buyer and Administrative Agent, the LC Bank and each Credit Party Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Buyer, Administrative Agent, the LC Bank or any Credit Party Lender may reasonably request. The Borrower Such Sub-Originator will, (i) at the Borrower’s its expense, during regular business hours with reasonable prior written noticenotice (i) permit the Buyer, permit Administrative Agent, the LC Bank and each Credit Party Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower such Sub-Originator for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Borrowersuch Sub-Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Sub-Originator (provided that representatives of such Sub-Originator are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrowersuch Sub-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 books and records with respect to the such Pool Receivables and other Collateral; provided, that the Borrower such Sub-Originator shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only one (1) combined review of the ServicerBuyer, the Borrower Sub-Originator and the Sub-Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above or under the Receivables Financing Agreement and any Sale Agreement in any twelve-month period, unless an Unmatured Event of Default or Event of Default has occurred and is continuing, in which case no such reimbursement limitation shall apply.

Furnishing of Information and Inspection of Receivables. The Borrower Master Servicer will furnish or cause to be furnished to each Credit Party the Purchaser from time to time such information with respect to the Pool Receivables and the other Sold Assets and Seller Collateral as any Credit Party the Purchaser may reasonably request. The Borrower Master Servicer will, (i) at the BorrowerMaster Servicer’s expense, during regular business hours with prior written notice, (i) permit each Credit Party the Purchaser or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Sold Assets and the Seller Collateral, (B) visit the offices and properties of the Borrower Master Servicer for the purpose of examining such books and records and (C) discuss matters relating to the Pool Receivables, the other Sold Assets, the Seller Collateral or the BorrowerMaster Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower Master Servicer (provided that representatives of the Master Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the BorrowerMaster Servicer’s expense, upon prior written notice from the Administrative AgentPurchaser, permit certified public accountants or other auditors acceptable to the Administrative Agent Purchaser to conduct a review of its books and records with respect to the Pool Receivables and the other Sold Assets and the Seller Collateral; provided, that the Borrower Seller and the Master Service shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, Purchaser for only one (1) combined such review of the Servicer, the Borrower and the Originators pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above and Section 8.01(g) in any twelve-month period, unless (x) an Unmatured Event of Default or Event of Default Termination has occurred and is continuing, in which case no such reimbursement limitation shall applycontinuing or (y) the prior review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Borrower Each Originator will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Credit Party Lender from time to time such information with respect to the Pool Receivables Receivables, the Related Rights and the other Collateral Collateral, as the Buyer, the Administrative Agent or any Credit Party Lender may reasonably request. The Borrower Each Originator will, (i) at the Borrowersuch Originator’s expense, during regular business hours with prior written noticenotice (i) permit the Buyer, permit the Administrative Agent and each Credit Party Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower such Originator for the purpose of examining such books and records records, and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Borrowersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Originator having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrowersuch 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 Agent, as applicable, to conduct a review of its books and records with respect to the Pool Receivables and other Collateral; provided, that the Borrower so long as no Event of Default has occurred and is continuing, such Originator shall be required to reimburse the Administrative Agent or such certified public accountants or other auditors, as the case may be, for only not more than one (1) combined such review (or, if an Unmatured Event of the ServicerDefault has occurred and is continuing or if Holdings III does not have long-term credit ratings of “B2” or better by Mxxxx’x and “B” or better by S&P, the Borrower and the Originators then two (2) such reviews) pursuant to Section 7.02(e) and of the Borrower conducted pursuant to each of clauses (i) and clause (ii) above in any twelve-month period; provided, unless an Unmatured Event that, for the avoidance of Default or Event of Default has occurred doubt, the Administrative Agent may conduct additional reviews pursuant to clause (ii) above from time to time in its discretion and is continuing, in which case no such reimbursement limitation shall applyat its own expense.