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

Furnishing of Information and Inspection of Receivables. The Sub-Originator will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender from time to time such information with respect to its Pool Receivables as the Buyer, the Administrative Agent or any Lender may reasonably request. The Sub-Originator will, at the Sub-Originator’s expense, during regular business hours upon three (3) days’ prior written notice, (i) permit 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 Sub-Originator for the purpose of examining such books and records, and (C) discuss matters relating to its Pool Receivables, other Collateral or the Sub-Originator’s performance hereunder or under the Transaction Documents to which it is a party with any of the officers, directors or employees of the 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 Sub-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 an 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 each case, in any twelve-month period.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Borrower will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Group Agent from time to time such information with respect to its the Pool Receivables and the other Collateral as the BuyerAdministrative Agent, the Administrative any Group Agent or any Lender may reasonably request. The Sub-Originator Borrower will, at the Sub-OriginatorBorrower’s expense, during regular business hours upon three (3) days’ with prior written notice, notice (i) permit the Buyer, the Administrative Agent and/or any Lender 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 Sub-Originator Borrower for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Collateral or the Sub-OriginatorBorrower’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, Borrower having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Sub-OriginatorBorrower’s expense, upon prior written notice from the Buyer or 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 such Pool Receivables and other Collateral; provided, that unless an Event of Default has occurred and is continuing, the Sub-Originator Borrower 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 each case, above in any twelve-month period, unless an Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Such Sub-Originator will furnish or cause to be furnished to the BuyerBuyer and Administrative Agent, the Administrative Agent LC Bank and each Lender from time to time such information with respect to its the Pool Receivables and the other Collateral as the Buyer, Administrative Agent, the Administrative Agent LC Bank or any Lender may reasonably request. The Such Sub-Originator will, at the Sub-Originator’s its expense, during regular business hours upon three (3) days’ with reasonable prior written notice, notice (i) permit the Buyer, Administrative Agent, the Administrative Agent and/or any LC Bank and each 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 such Sub-Originator for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Collateral or the such Sub-Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the such Sub-Originator and its independent accountants, in each case, (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 such Sub-Originator’s expense, upon reasonable prior written notice from the Buyer or 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 such Pool Receivables and other Collateral; provided, that such Sub-Originator shall be required to reimburse the Administrative Agent for only one (1) combined review of the Buyer, Sub-Originator and Sub-Originators pursuant to clause (ii) above or under the Receivables Financing Agreement and any Sale Agreement in any twelve-month period, unless an 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 each case, in any twelve-month period.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Seller will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Purchaser from time to time such information with respect to its the Pool Receivables and the other Sold Assets and the Seller Collateral as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request. The Sub-Originator Seller will, at the Sub-OriginatorSeller’s expense, during regular business hours upon three (3) days’ with prior written notice, notice (i) permit the Buyer, the Administrative Agent and/or any Lender 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 Sub-Originator Seller for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Sold Assets, the Seller Collateral or the Sub-OriginatorSeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, Seller having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Sub-OriginatorSeller’s expense, upon prior written notice from the Buyer or 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 such Pool Receivables and other Sold Assets and the Seller Collateral; provided, that unless an Event of Default has occurred the Seller and is continuing, the Sub-Originator Master Servicer shall be required to reimburse the Buyer, the Administrative Agent and the Lenders, together, Purchaser for only two (2) reviews pursuant to clause (i) above and only one (1) such review pursuant to clause (ii) above, in each case, above and Section 8.02(f) in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the prior review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Master Servicer will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Purchaser from time to time such information with respect to its the Pool Receivables and the other Sold Assets and Seller Collateral as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request. The Sub-Originator Master Servicer will, at the Sub-OriginatorMaster Servicer’s expense, during regular business hours upon three (3) days’ with prior written notice, (i) permit the Buyer, the Administrative Agent and/or any Lender 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 Sub-Originator Master Servicer for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Sold Assets, the Seller Collateral or the Sub-OriginatorMaster Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, 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 Sub-OriginatorMaster Servicer’s expense, upon prior written notice from the Buyer or 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 such the Pool Receivables and the other Sold Assets and the Seller Collateral; provided, that unless an Event of Default has occurred the Seller and is continuing, the Sub-Originator Master Service shall be required to reimburse the Buyer, the Administrative Agent and the Lenders, together, Purchaser for only two (2) reviews pursuant to clause (i) above and only one (1) such review pursuant to clause (ii) above, in each case, above and Section 8.01(g) in any twelve-month period, unless (x) an Event of Termination has occurred and is continuing or (y) the prior review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Sub-Each Originator will furnish or cause to be furnished to the Buyer, the Borrower, the Administrative Agent and each Lender Group Agent from time to time such information with respect to its Pool the Receivables and Related Rights transferred hereunder as the Buyer, the Borrower, the Administrative Agent, any Group Agent or any Lender may reasonably request. The Sub-Each Originator will, at the Sub-such Originator’s expense, during regular business hours upon three (3) days’ with reasonable prior written notice, notice (i) permit the Buyer, the Borrower, the Administrative Agent and/or any Lender and each 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 Sub-such Originator for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, other Collateral the Related Rights or the Sub-such Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-such 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 Sub-such Originator’s expense, upon reasonable prior written notice from the Buyer 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 such Pool Receivables and other CollateralRelated Rights; provided, that unless an Event of Default has occurred and is continuing, the Sub-such Originator shall be required to reimburse the Buyer, the Borrower, the Administrative Agent and the Lenders, together, or any Group Agent for only two (2) reviews pursuant to clause (i) above and only one (1) such review pursuant to clause (ii) above, in each case, above in any twelve-month period, unless an Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Servicer will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Group Agent from time to time such information with respect to its the Pool Receivables and the other Collateral as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request. The Sub-Originator Servicer will, at the Sub-OriginatorServicer’s expense, during regular business hours upon with at least three (3) daysBusiness Days’ prior written notice (or if an Event of Default has occurred and is continuing, prior written notice, ) (i) permit the Buyer, the Administrative Agent and/or any Lender and each 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 Sub-Originator Servicer for the purpose of examining such books and recordsrecords (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 its the Pool Receivables, the other Collateral or the Sub-OriginatorServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, 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 Sub-OriginatorServicer’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 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 the Pool Receivables and other Collateral; provided, that unless an 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 party taking or requesting any such action pursuant to clause (i) above and 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 for only one (1) such review pursuant to clause (ii) above, in each case, above in any twelve-month periodperiod unless an 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 such 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 be deemed satisfied.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Servicer will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Purchaser/Lender from time to time such information with respect to its the Pool Receivables and the other Supporting Assets as the Buyer, the Administrative Agent or any Purchaser/Lender through the Administrative Agent may reasonably requestrequest not otherwise furnished by the SPE. The Sub-Originator Servicer will, at the Sub-OriginatorServicer’s expense, during regular business hours upon three (3) days’ with reasonable prior written noticenotice of at least five (5) Business Days, (i) permit the Buyer, the Administrative Agent and/or any and each Purchaser/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 CollateralSupporting Assets, (B) visit the offices and properties of the Sub-Originator Servicer for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Collateral Supporting Assets or the Sub-OriginatorServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, 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 Sub-OriginatorServicer’s expense, upon reasonable prior written notice of at least five (5) Business Days 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 the Pool Receivables and other CollateralSupporting Assets; provided, that the Servicer shall be required to reimburse the Administrative Agent and any Purchaser/Lender for only one total (1) such review pursuant to clause (i) or clause (ii) above in any twelve-month period unless an 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 each case, in any twelve-month period.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Seller will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Group Agent from time to time such information with respect to its the Pool Receivables and the other Support Assets as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request. The Sub-Originator Seller will, at the Sub-OriginatorSeller’s expense, during regular business hours upon three with, unless an Event of Termination or Non-Reinvestment Event has occurred and is continuing, five (35) days’ Business Days prior written notice, notice (i) permit the Buyer, the Administrative Agent and/or any Lender and each 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 Sub-Originator Seller for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Collateral Support Assets or the Sub-OriginatorSeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, Seller having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Sub-OriginatorSeller’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 CollateralSupport Assets; provided, that unless an Event of Default Termination or Non-Reinvestment Event has occurred and is continuing, (A) the Sub-Originator Seller shall be required to reimburse the Buyer, the Administrative Agent for reasonable documented out-of-pocket costs and the Lenders, together, expenses for only two (2) reviews pursuant to clause (i) above and only one (1) such review pursuant to clause (ii) above, in each case, above in any twelvecalendar year and (B) the Administrative Agent and the Group Agents hereby agree to coordinate their audits and inspections. Following the occurrence of an Event of Termination or Non-month periodReinvestment Event, the Administrative Agent may appoint a third party to monitor the servicing of 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 each Group Agent and will work in good faith to promptly remediate any material findings.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Seller will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Purchaser from time to time such information with respect to its the Pool Receivables Receivables, the other Sold Assets and the Seller Collateral as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request. The Sub-Originator Seller will, at the Sub-OriginatorSeller’s expense, during regular business hours upon three (3) days’ with reasonable prior written notice, notice (i) permit the Buyer, the Administrative Agent and/or any Lender and each 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 Sub-Originator Seller for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Sold Assets, the Seller Collateral or the Sub-OriginatorSeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, Seller having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Sub-OriginatorSeller’s expense, upon reasonable 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 Receivables, the other Sold Assets and other the Seller Collateral; provided, that unless an Event of Default has occurred and is continuing, the Sub-Originator Seller 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 each case, above in any twelve-month period, unless an Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Servicer will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Group Agent from time to time such information with respect to its the Pool Receivables and the other Collateral as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request. The Sub-Originator Servicer will, at the Sub-OriginatorServicer’s expense, during regular business hours upon with at least three (3) daysBusiness Days’ prior written notice (or if an Event of Default has occurred and is continuing, prior written notice, ) (i) permit the Buyer, the Administrative Agent and/or any Lender and each 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 Sub-Originator Servicer for the purpose of examining such books and recordsrecords (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 its the Pool Receivables, the other Collateral or 66 the Sub-OriginatorServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, 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 Sub-OriginatorServicer’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 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 the Pool Receivables and other Collateral; provided, that unless an 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 party taking or requesting any such action pursuant to clause (i) above and 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 for only one (1) such review pursuant to clause (ii) above, in each case, above in any twelve-month periodperiod unless an 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 such 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 be deemed satisfied.

Furnishing of Information and Inspection of Receivables. The Sub-Originator SPE will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender of the Purchaser/Lenders from time to time such information with respect to its the Pool Receivables and the other Supporting Assets as the Buyer, the Administrative Agent or any Purchaser/Lender through the Administrative Agent may reasonably requestrequest not otherwise furnished by the Servicer. The Sub-Originator SPE will, at the Sub-OriginatorSPE’s expense, during regular business hours upon three with at least five (35) days’ prior written notice, notice (i) permit the Buyer, the Administrative Agent and/or any and each Purchaser/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 CollateralSupporting Assets, (B) visit the offices and properties of the Sub-Originator SPE for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Collateral Supporting Assets or the Sub-OriginatorSPE’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, SPE (provided that representatives of the SPE 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 Sub-OriginatorSPE’s expense, upon at least five (5) days’ 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 CollateralSupporting Assets; provided, that the SPE shall be required to reimburse the Administrative Agent and any Purchaser/Lender for only one total (1) such review pursuant to clause (i) and clause (ii) above in any twelve-month period, unless an 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 each case, in any twelve-month period.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Servicer will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Purchaser from time to time such information with respect to its the Pool Receivables and the other Sold Assets and Seller Collateral as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request. The Sub-Originator Servicer will, at the Sub-OriginatorServicer’s expense, during regular business hours upon three (3) days’ with reasonable prior written notice, (i) permit the Buyer, the Administrative Agent and/or any Lender and each 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 Sub-Originator Servicer for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Sold Assets, the Seller Collateral or the Sub-OriginatorServicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, 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 Sub-OriginatorServicer’s expense, upon reasonable 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 the Pool Receivables Receivables, the other Sold Assets and other the Seller Collateral; provided, that unless an Event of Default has occurred and is continuing, the Sub-Originator Servicer 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 each case, above in any twelve-month period, unless an Event of Default has occurred and is continuing.

Furnishing of Information and Inspection of Receivables. The Sub-Originator Master Servicer will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender Purchaser from time to time such information with respect to its the Pool Receivables and the other Sold Assets and Seller Collateral as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request. The Sub-Originator Master Servicer will, at the Sub-OriginatorMaster Servicer’s expense, during regular business hours upon three (3) days’ with reasonable prior written notice, (i) permit the Buyer, the Administrative Agent and/or any Lender and each 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 Sub-Originator Master Servicer for the purpose of examining such books and records, records and (C) discuss matters relating to its the Pool Receivables, the other Sold Assets, the Seller Collateral or the Sub-OriginatorMaster Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-Originator and its independent accountants, in each case, Master Servicer having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Sub-OriginatorMaster Servicer’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 the Pool Receivables Receivables, the other Sold Assets and other the Seller Collateral; provided, that unless an Event of Default has occurred and is continuing, the Sub-Originator Master Servicer 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 each case, above in any twelve-month periodperiod unless (x) an Event of Termination has occurred and is continuing or (y) the first such review had one or more material adverse findings.

Furnishing of Information and Inspection of Receivables. The Sub-Each Originator will furnish or cause to be furnished to the Buyer, the Administrative Agent and each Lender from time to time such information with respect to its the Pool Receivables Receivables, the Related Rights and the other Collateral, as the Buyer, the Administrative Agent or any Lender may reasonably request. The Sub-Each Originator will, at the Sub-such Originator’s expense, during regular business hours upon three (3) days’ with prior written notice, notice (i) permit the Buyer, the Administrative Agent and/or any and each 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 Sub-such Originator for the purpose of examining such books and records, and (C) discuss matters relating to its the Pool Receivables, the other Collateral or the Sub-such Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors directors, employees or employees independent public accountants of the Sub-such 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 Sub-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 Agent, as applicable, to conduct a review of its books and records with respect to such the Pool Receivables and other Collateral; provided, that unless an so long as no Event of Default has occurred and is continuing, the Sub-such 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 not more than one (1) such review (or, if an Unmatured Event of Default 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, then two (2) such reviews) pursuant to clause (ii) above, in each case, above in any twelve-month period; provided, that, for the avoidance of doubt, the Administrative Agent may conduct additional reviews pursuant to clause (ii) above from time to time in its discretion and at its own expense.