Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense. (b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties. (c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 4 contracts
Sources: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.), Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.), Asset Based Revolving Credit Agreement (Safeway Stores 42, Inc.)
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent (a) Permit representatives and independent contractors which representative may be accompanied by one representative of the Administrative Agent Lenders (taken as a whole), which representative shall be selected by the Required Lenders) at reasonable times and Collateral Agent during normal business hours, and, so long as no Default or Event of Default has occurred and is continuing, upon reasonable prior notice (provided that five (5) days prior notice shall be deemed to be reasonable) at the expense of the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals, Phase I Environmental Site Assessments or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrowermanagerial employees, independent accountants or any of its other representatives; provided, however, that unless an so long as no Event of Default has shall have occurred and is be continuing, only (x) the Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one visit in (1) such inspection of the Loan Parties conducted during each consecutive twelve (12) month period during the term of this Agreement unless the regulatory authorities to which any calendar year Lender reports requires more frequent inspections (not to exceed one (1) inspection each quarter) based upon the regulatory credit rating applicable to Borrower and (y) the Borrower shall be permitted given a reasonable opportunity to have a representative present at any such inspection (and if the Borrower so elects to have a representative present at such visit inspection, then such inspection shall be held at a time that is reasonably acceptable to both the Loan Parties’ expense.
(b) Upon Borrower and the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent Agents). The Borrower agrees to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of pay (i) the Lead Borrowereach examiner’s practices fees and reasonable and documented out-of-pocket costs and expenses incurred in the computation of the Borrowing Base connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees cost of all visits, audits, inspections, appraisals, valuations and expenses field examinations conducted by a third party on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluationsAgents. Notwithstanding In furtherance of the foregoing, except as provided each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person with the agents and representatives of any Agent in the provisos to accordance with this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 7.01(f).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 4 contracts
Sources: Credit Agreement (Boxlight Corp), Credit Agreement (Boxlight Corp), Credit Agreement (Boxlight Corp)
Inspection Rights. (a) Permit representatives and independent contractors of any representative designated by the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officersofficers and independent public accountants, and Registered Public Accounting Firm all at such reasonable times during normal business hours and, subject to the limitation below, as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; providedprovided that, however, that unless excluding any such visits and inspections when an Event of Default has occurred and is continuingexists, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation on behalf of the Borrowing Base Lenders may exercise visitation and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses inspection rights of the Administrative Agent and the Lenders under this Section 6.10 (and representatives of any Lender may accompany the Administrative Agent on any such professionals with respect to visit at their own expense) and the Administrative Agent shall not exercise such examinations rights more often than two times during any calendar year absent the existence of an Event of Default and evaluations. Notwithstanding only one such time shall be at the foregoing, except as Borrower’s expense; provided in the provisos to this sentencefurther that (a) when an Event of Default exists, the Administrative Agent shall be permitted to conduct one or any Lender (1or any of their respective representatives or independent contractors) commercial finance examination each Fiscal Year at may do any of the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, foregoing at the expense of the Loan Parties.
Borrower at any time during normal business hours and without advance notice and (cb) Upon so long as no Event of Default exists, advance notice of any discussion with such independent public accountant shall be given to the request Borrower and the Borrower shall have the opportunity to be present at any such discussion. Notwithstanding anything to the contrary in this Agreement, none of the Administrative Agent after reasonable prior noticeBorrower or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information that is not reasonably related to the actual or projected financial results or results of operations of the Borrower and its Restricted Subsidiaries, (b) in respect of which disclosure to the Administrative Agent or professionals any Lender (including appraisersor their respective representatives or contractors) retained is prohibited by the Administrative Agent Law or any binding, arm’s-length agreement with a third party or (c) is subject to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented outattorney-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than client or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary similar privilege or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesconstitutes attorney work product.
Appears in 4 contracts
Sources: Credit Agreement (Kbr, Inc.), Credit Agreement (Kbr, Inc.), Credit Agreement (Kbr, Inc.)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its propertiesproperties (provided that the right to visit and inspect the Oil and Gas Properties burdened by the Royalty Interests may be limited to the extent the Borrower has no such rights), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the board of directors of the general partner or other managing bodies such Loan Party or such Subsidiary) and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; providedprovided that, however, that unless excluding any such visits and inspections during the continuation of an Event of Default has occurred and is continuingDefault, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation on behalf of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such professionals with respect to rights more often than two times during any calendar year absent the existence of an Event of Default and only one such examinations and evaluations. Notwithstanding time shall be at the foregoingBorrower’s expense; provided, except as provided in the provisos to this sentencefurther, that when an Event of Default exists, the Administrative Agent shall be permitted to conduct one or any Lender (1or any of their respective representatives or independent contractors) commercial finance examination each Fiscal Year at may do any of the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, foregoing at the expense of the Loan Parties.
(c) Upon Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the request Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Administrative Agent after reasonable prior noticeLoan Parties or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information (determined by the Borrower in good faith), (ii) in respect of which disclosure to the Administrative Agent or professionals any Lender (including appraisersor their respective representatives or contractors) retained is prohibited by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in Law or any twelve-month period at the Loan Parties’ expense; binding agreement (provided that in the event that the Excess Availability Percentage is at any time less than or equal Borrower shall use commercially reasonable efforts to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals such disclosure to be undertaken permitted) or (iiii) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense disclosure of the Loan Partieswhich could reasonably be expected to waive attorney-client privilege.
Appears in 4 contracts
Sources: First Lien Credit Agreement (Royal Resources Partners LP), Second Lien Credit Agreement (Royal Resources Partners LP), First Lien Credit Agreement (Royal Resources Partners LP)
Inspection Rights. On reasonable notice (except in the case of an ----------------- emergency), and without releasing Trustor from any obligation to cure any default of Trustor, Beneficiary or its agents, representatives, and employees acting by themselves or through a court-appointed receiver, may, from time to time and at all reasonable times (or at any time in the case of an emergency) enter and inspect the Property and every part of it (including all samples of building materials, soil, and groundwater, and all books, records, and files of Trustor relating to the Property) and perform any acts and things as Beneficiary deems necessary or desirable to inspect, investigate, assess, and protect the security of this Deed of Trust, for the purpose of determining:
(a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its propertiesexistence, to examine its corporatelocation, financial and operating recordsnature, and make copies thereof magnitude of any past or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.present Release or threatened Release,
(b) Upon the request presence of any Hazardous Substances on or about the Property in violation of any Hazardous Substance Law, and
(c) the compliance by Trustor of every environmental provision of this Deed of Trust and every other Loan Document. In furtherance of these purposes, without limitation of any of its other rights, Beneficiary may:
(a) obtain a court order to enforce Beneficiary's right to enter and inspect the Property, to which the decision of Beneficiary as to whether there exists a Release, threatened Release, any Hazardous Substances on or about the Property in violation of any Hazardous Substance Law, or a breach by Trustor of any environmental provision of this Deed of Trust or any other Loan Document, will be deemed reasonable and conclusive as between Trustor, Trustee, and Beneficiary; and
(b) have a receiver appointed to enforce Beneficiary's right to enter and inspect the Property for Hazardous Substances. All costs and expenses incurred by Beneficiary with respect to the audits, tests, inspections, and examinations that Beneficiary or its agents, representatives, or employees may conduct, including the fees of the Administrative Agent after reasonable prior noticeengineers, permit the Administrative Agent or professionals (including investment bankerslaboratories, contractors, consultants, accountantsand attorneys, will be paid by Trustor. All costs or expenses incurred by Trustee and lawyers) retained by the Administrative Agent Beneficiary pursuant to conduct commercial finance examinations and other evaluations at the frequency specified below, this subsection (including, without limitation, court costs, consultants fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Default Rate from the date they are incurred until they have been paid in full. Except as provided by law, any inspections or tests made by Beneficiary or its representatives, employees, and agents, will be for Beneficiary's purposes only and will not be construed to create any responsibility or liability on the part of (i) Beneficiary to Trustor or to any other person. Beneficiary will have the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such asright, but not limited tothe obligation, sales, gross margins, payables, accruals and reserves. The to communicate with any governmental authority regarding any fact or reasonable belief of Beneficiary that constitutes or could constitute a breach of any of Trustor's obligations under any environmental provision in this Deed of Trust or any Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesDocument.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 3 contracts
Sources: Deed of Trust (G&l Realty Corp), Deed of Trust (G&l Realty Corp), Deed of Trust (G&l Realty Corp)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; providedFirm, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct evaluations of the Loan Parties’ business plan, forecasts and cash flows, all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that if required by Law or when a Default or Event of Default exists the Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice.
(b) Upon the request of the Agent after reasonable prior notice, permit the Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Agent to conduct commercial finance examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the limitations set forth below, the Loan Parties shall pay the reasonable fees and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding Without limiting the foregoing, except as provided in the provisos to this sentence, Loan Parties acknowledge that the Administrative Agent shall be permitted to conduct undertake one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided thatthat if an Increased Reporting Event has occurred in any Fiscal Year, the Agent may, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Daysits Permitted Discretion, the Administrative Agent shall be permitted to conduct undertake up to two (2) commercial finance examinations in any twelve-month period at the BorrowersLoan Parties’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination expense in each Quarterly Accounting Period (and in any event no more than four each such Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan PartiesParties and without advance notice.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable fees and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding Without limiting the foregoing, except as provided in the provisos to this sentence, Loan Parties acknowledge that the Administrative Agent shall be permitted to conduct up to undertake one Inventory (1) inventory appraisal and one Scripts appraisal in any twelve-month period each Fiscal Year at the Loan Parties’ expense; provided that if an Increased Reporting Event has occurred in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business DaysFiscal Year, the Administrative Agent shall be permitted to conduct may, in its Permitted Discretion, undertake up to two (2) Inventory inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the BorrowersLoan Parties’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal expense in each Quarterly Accounting Period (and in any event no more than four each such Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan PartiesParties and without advance notice.
Appears in 3 contracts
Sources: Credit Agreement (KOHLS Corp), Credit Agreement (KOHLS Corp), Credit Agreement (KOHLS Corp)
Inspection Rights. Each Loan Party will, and will cause each of its Subsidiaries to,
(a) Permit representatives permit the Administrative Agent, any Lender (so long as such Lender accompanies the Administrative Agent), and each of their respective duly authorized representatives, independent contractors of the Administrative Agent and Collateral Agent or agents to visit the Refinery (and any of its other properties) and inspect any of its propertiesassets or books and records, including, without limitation, the Refinery Feedstock Storage Tanks, Refinery Product Storage Tanks and associated infrastructure, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromof its books and records, and to discuss its affairs, finances finances, and accounts with its directors, officerswith, and Registered Public Accounting Firm to be advised as to the same by, its officers and employees (provided an authorized representative of the Borrower shall be allowed to be present) at such reasonable times during normal business hours upon reasonable advance notice to and intervals as the Lead Borrower; providedAdministrative Agent may designate and, however, that unless an so long as no Default or Event of Default has occurred and is continuing, only one visit with at least three (3) Business Days’ prior notice to the Borrower and during regular business hours (subject, in any calendar year shall be permitted event, to reasonable requirements of safety and such visit shall be at confidentiality, including requirements imposed by Applicable Law or by contract, provided the Loan Parties’ expense.Parties will use reasonable efforts to obtain relief from any contractual confidentiality restrictions that prohibit the Administrative Agent or any Lender from obtaining information);
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent and its duly authorized independent inspectors to be present at any or professionals (including investment bankers, consultants, accountants, and lawyers) retained all volume determinations conducted by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of Borrower; and
(ic) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of permit the Administrative Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals and valuations at such professionals with respect to such examinations reasonable times and evaluations. Notwithstanding the foregoing, except intervals as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expensemay designate; provided provided, that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an as long as no Event of Default has occurred and is continuing, any such visits by officers and designated representatives of the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no not occur more frequently than four each Fiscal Year) two times per year at the Borrowers’ expense. Notwithstanding cost of the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken Borrower (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, more frequently at the expense of the Loan Parties.
(c) Upon the request cost of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesLender).
Appears in 3 contracts
Sources: Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.)
Inspection Rights. (a) Permit representatives At any reasonable time and independent contractors of from time to time as the Administrative Agent and Collateral Agent to visit and inspect Agent, any of its properties, to examine its corporate, financial and operating records, and make copies thereof Fronting Bank or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours any Lender may reasonably request (upon reasonable advance five Business Days’ prior notice delivered to the Lead Borrower; providedBorrower and no more than once a year, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice), permit the Administrative Agent Agent, such Fronting Bank or professionals (including investment bankers, consultants, accountantssuch Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and lawyersvisit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) retained the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any of its Subsidiaries obtained by the Administrative Agent Agent, such Fronting Bank or such Lender pursuant to conduct commercial finance examinations this subsection (d) or subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other evaluations at than the frequency specified belowAdministrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base attorneys and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesaccountants).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 3 contracts
Sources: Credit Agreement (Jersey Central Power & Light Co), Credit Agreement (Jersey Central Power & Light Co), Credit Agreement (Firstenergy Corp)
Inspection Rights. (a) Permit With respect to each Loan Party, permit and cause its Subsidiaries to permit, representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its or any of its Subsidiaries’ properties, to examine its or any of its Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its or any of its Subsidiaries’ affairs, finances and accounts with its or its Subsidiaries’ directors, officers, and Registered Public Accounting Firm (once in any 12 month period or, during any Diligence Trigger Period, at the Administrative Agent’s reasonable discretion), all at the expense of the Loan Parties and at such reasonable times during normal business hours hours, upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event during a Diligence Trigger Period, the Administrative Agent (or any of Default has occurred and is continuing, only one visit in its representatives or independent contractors) may do any calendar year shall be permitted and such visit shall be of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours and without advance notice.
(b) Upon the request of After reasonable prior notice from the Administrative Agent after reasonable prior noticeAgent, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent to conduct appraisals, commercial finance examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, appraisals, examinations and evaluations of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and FILO Borrowing Base, and (ii) the assets personal property included in the Borrowing Base and FILO Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The With respect to appraisals, examinations and evaluations under clauses (b)(i) and (ii) above, (A) so long as no Diligence Trigger Period has occurred during the then current calendar year prior to the applicable appraisal or examination, the Loan Parties shall pay the reasonable and documented fees and out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to such examinations for not more than one (1) appraisal of the Loan Parties’ Inventory and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination during such calendar year (including one of each Fiscal Year at during the Loan Parties’ expense; provided thatperiod from the Closing Date to December 15, in the event that Excess Availability Percentage is at any time less than 15% for five 2015 (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) with no additional appraisal or commercial finance examination each Quarterly Accounting being required for the calendar year ending December 31, 2015)), and (B) if a Diligence Trigger Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoinghas occurred during a calendar year, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented fees and out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at for not more than two (2) appraisals of the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted commercial finance examinations during such calendar year. In addition to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Loan Parties shall pay the reasonable and documented fees and out-of-pocket expenses of the Administrative Agent may cause additional or such professionals for (y) all other commercial finance examinations and appraisals with respect to be the Collateral undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) any time at the request of the Administrative Agent if required by applicable Law, and (z) all commercial finance examinations and appraisals reasonably deemed necessary by the Administrative Agent and undertaken at the expense request of the Loan PartiesAdministrative Agent after the occurrence and the continuation of an Event of Default.
Appears in 2 contracts
Sources: Credit Agreement (Barnes & Noble Inc), Credit Agreement (Barnes & Noble Inc)
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at any time and from time to time, upon reasonable prior notice and during normal business hours (a) Permit representatives provided that upon the occurrence and independent contractors during the continuance of an Event of Default, the Administrative Agent foregoing limitations shall not apply), to examine and Collateral Agent make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial to conduct audits, valuations and operating records, and make copies thereof appraisals) or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, and Registered Public Accounting Firm at the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the agents and representatives of any Agent in accordance with this Section 7.01(f). Other than as set forth in Section 7.01(q), the Borrowers will pay (i) the Agents’ reasonable times during normal business hours upon out of pocket costs and expenses incurred in connection with all such visits, inspections, audits, valuations, appraisals and examinations and (ii) the reasonable advance notice to costs of all visits, inspections, audits, valuations, appraisals and examinations conducted by a third party on behalf of the Lead BorrowerAgents; provided, however, that unless an so long as no Event of Default has shall have occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent Borrowers shall only be permitted obligated to conduct one (1reimburse the Agents for any such visits, inspections, audits, examinations, appraisals or valuations of the Company and its Subsidiaries under this Section 7.01(f) commercial finance examination each Quarterly Accounting Period (and in any event no more than four once each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 2 contracts
Sources: Financing Agreement (Angie's List, Inc.), Financing Agreement (Angie's List, Inc.)
Inspection Rights. Subject to the limitations set forth in Section 2.06(b) (a) Permit which apply solely with respect to appraisals and field examinations), permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at any time and independent contractors from time to time during normal business hours, at the expense of the Administrative Agent Borrowers, to examine and Collateral Agent make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof valuations, appraisals or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; providedmanagerial employees, however, that independent accountants or any of its other representatives so long as (unless an Event of Default has occurred and is continuing) the Administrative Borrower has been given a reasonable opportunity to have a representative present at any such meeting (and if the Administrative Borrower so elects to have a representative present at such meeting, only one visit in any calendar year then such meeting shall be permitted held at a time and location that is reasonably acceptable to both the Administrative Borrower and the Agents), and such visit meeting shall be at the Loan Parties’ expense.
(b) Upon the request upon reasonable prior notice and during normal business hours. In furtherance of the Administrative Agent after reasonable prior noticeforegoing, permit the Administrative Agent or professionals (including investment bankers, consultants, each Loan Party hereby authorizes its independent accountants, and lawyersthe independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) retained by with the Administrative agents and representatives of any Agent to conduct commercial finance examinations and other evaluations at the frequency specified belowin accordance with this Section 7.01(f), including, without limitation, of so long as (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time unless an Event of Default has occurred and is continuing) the Administrative Borrower has been given a reasonable opportunity to have a representative present at any such meeting (and if the Administrative Borrower so elects to have a representative present at such meeting, and such meeting shall be held at a time and location that is reasonably acceptable to both the Administrative Borrower and the Agents). Notwithstanding any provision of this Agreement to the contrary, the Administrative Agent Agents shall be permitted to conduct one not seek an appraisal during the nine month period following the Effective Date (1) commercial finance examination each Quarterly Accounting Period (and in any event no more other than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesAdditional Appraisal Triggering Event).
Appears in 2 contracts
Sources: Financing Agreement (Cherokee Inc), Financing Agreement (Cherokee Inc)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent (accompanied by any Lender (with the consent of the Borrower (not to be unreasonably withheld)) to visit and inspect any of its properties, to examine its corporate, financial financial, insurance, and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants (subject to such accountant’s customary policies and procedures), all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, the Administrative Agent may make only one such visit in any calendar year shall be permitted and such visit shall be Fiscal Year at the Loan Parties’ Borrower’s expense, provided further that when an Event of Default exists the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice to the extent practicable.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent to conduct commercial finance appraisals, collateral field examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base Base, and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following sentences, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to such examinations evaluations and evaluationsappraisals. Notwithstanding Without limiting the foregoing, except as provided in the provisos to this sentence, Loan Parties acknowledge that the Administrative Agent shall be permitted may undertake up to conduct one two (12) commercial finance examination inventory appraisals and two (2) collateral field examinations each Fiscal Year eighteen (18) month period, at the Loan Parties’ expense; , provided that, in from and after the event that first anniversary of the Closing Date, as long as average monthly Excess Availability Percentage is at any time less greater than 1540% for five (5) consecutive Business Daysof the then Borrowing Base then in effect and no Event of Default exists, the Administrative Agent shall be permitted to may conduct up to two (2) commercial finance examinations no more than one collateral field examination and one inventory appraisal in any twelve-twelve month period at the BorrowersLoan Parties’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense). Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance appraisals and collateral field examinations to be undertaken (iy) as it in its discretion deems necessary or appropriate, at its own expense orexpense, or (iiz) if required by Lawapplicable Law or if a Default shall have occurred and be continuing, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 2 contracts
Sources: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)
Inspection Rights. (a) Permit representatives During regular business hours and independent contractors then as often as requested of any Borrower or it Subsidiary by the Administrative Agent, permit the Administrative Agent, or any authorized officer, employee, agent, or representative of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof abstracts from the records and books of account of any Borrower or abstracts therefromits Subsidiary, wherever located, and to visit the properties of any Borrower; and to discuss its the affairs, finances finances, and accounts of any Borrower or any Subsidiary of any Borrower with its directorsChairman, officersPresident, any executive vice president, its chief financial officer, treasurer, controller or independent accountants. If no Event of Default or Potential Default shall be in existence, the Administrative Agent shall limit such examination to two times each calendar year and Registered Public Accounting Firm at the Borrowers shall reimburse the Administrative Agent for its expenses in connection with each such reasonable times inspection promptly following the completion of each such inspection. If the inspection shall be made during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless continuance of a Potential Default or an Event of Default has occurred and is continuingDefault, only one visit in any calendar year there shall be permitted and no limit on the number of inspections which can be made. Similarly, in the event of any inspection during such visit period, the Borrowers shall be at the Loan Parties’ expense.
(b) Upon the request of reimburse the Administrative Agent after reasonable prior noticefor its expenses in connection with each such inspection promptly following the completion of each such inspection. At all times, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, it is understood and lawyers) retained agreed by the Administrative Agent to conduct commercial finance examinations Borrowers that all expenses in connection with any such inspection which may be incurred by any Borrower, any officers and other evaluations at employees thereof and the frequency specified below, including, without limitation, of (i) attorneys and independent certified public accountants therefor shall be expenses payable by the Lead Borrower’s practices in the computation of the Borrowing Base Borrowers and (ii) the assets included in the Borrowing Base and related financial information such as, but shall not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and be expenses of the Administrative Agent and such professionals with respect to such examinations and evaluationsBanks. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the The Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at communicate the Loan Parties’ expense; provided that, in information gained from any such inspection to the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesother Banks.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 2 contracts
Sources: Credit Agreement (Eplus Inc), Credit Agreement (Eplus Inc)
Inspection Rights. (ai) Permit Permit, and cause each of its Subsidiaries to permit, the agents and representatives and independent contractors of the Administrative Agent at any time and Collateral Agent from time to time during normal business hours, and (so long as no Default or Event of Default exists), with reasonable prior notice, at the expense of the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives, (ii) permit, and Registered Public Accounting Firm cause each of its Subsidiaries to permit, the agents and representatives of any Lender at such reasonable times any time and from time to time during normal business hours upon hours, and (so long as no Default or Event of Default exists), with reasonable advance prior notice to the Lead Borrower; provided, howeverto discuss its affairs, that unless an Event finances and accounts with the Chief Executive Officer, Chief Financial Officers, Treasurer and any Senior or Executive Vice President of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountantsBorrower, and lawyers(iii) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay upon demand the reasonable and documented out-of-pocket fees costs and expenses of the Administrative Agent in connection with all visits, audits, inspections, valuations, appraisals and such professionals with respect to such field examinations (including the cost of all visits, audits, inspections, valuations, appraisals and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, field examinations conducted by a third party on behalf of the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; Agent), provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an so long as no Default or Event of Default has occurred and is continuing, the Borrower shall not be required to reimburse the Administrative Agent shall be permitted to conduct for more than two (2) field examinations, one (1) commercial finance examination Refinery Appraisal and, at any time that no Alon Stock is Alon Marketable Stock, one (1) Alon Stock Appraisal, in each Quarterly Accounting Period (instance, during any calendar year; and, further, provided that, after one or more Casualty Events and Dispositions of Specified Fixed Assets have occurred which, in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding aggregate with all other such events, if any, occurring from and after the foregoingdate of the most recent Refinery Appraisal, results in Net Cash Proceeds in excess of $20,000,000, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it may, in its discretion deems necessary or appropriatereasonable discretion, at its own expense or, (ii) if required by Law, at require a new Refinery Appraisal and the expense Borrower shall reimburse the Administrative Agent for such Refinery Appraisal. In furtherance of the foregoing, each Loan Parties.
Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (cindependently or together with representatives of such Person) Upon with the request agents and representatives of the Administrative Agent after reasonable prior notice, permit or any Lender in accordance with this Section 6.01(f). In the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals event of the Collateral, including, without limitationany Alon Stock Appraisal, the assets included in the Borrowing Base. The Loan Parties shall pay provide the reasonable independent appraiser with all information and documented out-of-pocket fees and expenses data reasonably necessary to make a determination of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesAlon Stock Appraised Value.
Appears in 2 contracts
Sources: Financing Agreement (Delek US Holdings, Inc.), Financing Agreement (Delek US Holdings, Inc.)
Inspection Rights. (a) Permit representatives and independent contractors The Company shall permit each Major Investor, provided that the Board has not reasonably determined that such Major Investor is a competitor of the Administrative Agent Company (provided that none of RA Capital, Sectoral, RTW, Pivotal, SymBiosis, Longwood or the Specified Holders and Collateral Agent any of their Affiliates shall be considered a competitor of the Company), at such Major Investor’s expense, to visit and inspect any of its the Company’s properties, to examine its corporate, financial books of account and operating records, and make copies thereof or abstracts therefrom, records and to discuss its the Company’s affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm all at such reasonable times during normal business hours upon reasonable advance notice to as may be requested by the Lead BorrowerMajor Investor; provided, however, that unless an Event of Default has occurred and is continuing, only one visit the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that (a) it deems in any calendar year shall good faith to be permitted and such visit shall be at the Loan Parties’ expense.
a trade secret or similar confidential information or (b) Upon the request disclosure of which would adversely affect the Administrative Agent after reasonable prior noticeattorney-client privilege between the Company and its counsel. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, permit the Administrative Agent or professionals Company acknowledges and agrees that the Relevant Parties (including investment bankers, consultants, accountants, and lawyersas defined below) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at entities listed below (together the frequency specified below“Auditing Parties”) shall be allowed, includingduring normal business hours and subject to a reasonable notice period, without limitation, of to: (i) visit the Lead Borrower’s practices in sites, facilities, installations and works comprising the computation of the Borrowing Base and Company; (ii) interview representatives of the assets included Company; (iii) monitor the structure of the investment within and the management of the Company; (iv) conduct such on-the-spot audits and checks as they may wish and review the Company’s books and records in relation to the execution of any Specified Holder’s investment within the Company, it being specified that such entities shall be authorized to take copies of related documents to the extent permitted by the law. Upon the occurrence of a visit as referred to in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this preceding sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at Company will provide the Loan Parties’ expense; provided that, concerned Relevant Party with such documents that it may reasonably require and that are in the event Company’s possession that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Daysfall within the aforementioned scope. If such documents are not in the Company’s possession, the Administrative Agent Company will make reasonable efforts to obtain them provided that it does not incur any costs in relation therewith. The Company further acknowledges that the EIF and the EIB may be obligated to communicate information relating to a Specified Holder’s investment within the Company, and generally to the Company, to any Relevant Party in accordance with the relevant mandatory provisions of the laws of the European Union. For the purposes of this Section 3.2, “Relevant Parties” shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at mean the Borrowers’ expense; provided further that, at any time an Event European Court of Default has occurred and is continuingAuditors, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (European Commission, the European Anti-Fraud Office and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding other competent EU institution or body, as well as any persons designated by any of the foregoing; and “Auditing Parties” shall mean the EIF, the Administrative Agent may cause additional commercial finance examinations to be undertaken German Ministry for Economic Affairs and Energy, the ERP Special Fund (iERP-Sondervermögen) as it and KFW Capital (each either in its discretion deems necessary person or appropriateby way of a duly authorized third party), at its own expense orthe German Federal Court of Auditors, (ii) if the EIB and, when so required by Lawthe relevant mandatory provisions of EU law, at the expense of the Loan Relevant Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Evommune, Inc.), Investors’ Rights Agreement (Evommune, Inc.)
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent (a) Permit representatives and independent contractors which representative may be accompanied by one representative of the Administrative Agent Lenders (taken as a whole), which representative shall be selected by the Required Lenders) at reasonable times and Collateral Agent during normal business hours, and, so long as no Event of Default has occurred and is continuing, upon reasonable prior notice at the expense of the Borrowers, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals, Phase I Environmental Site Assessments or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives, provided, that so long as no Event of Default shall have occurred and Registered Public Accounting Firm be continuing, (x) the Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one (1) such inspections of the Loan Parties conducted during each consecutive twelve (12) month period during the term of this Agreement unless the regulatory authorities to which any Lender reports requires more frequent inspections (not to exceed one (1) inspection each quarter) based upon the regulatory credit rating applicable to Borrowers and (y) the Administrative Borrower shall be given a reasonable opportunity to have a representative present at any such inspection (and if the Administrative Borrower so elects to have a representative present at such reasonable times during normal business hours upon reasonable advance notice inspection, then such inspection shall be held at a time that is reasonably acceptable to both the Lead Borrower; provided, however, that unless an Administrative Borrower and the Agents). The Borrowers agree to pay (i) $850 per day per examiner (not to exceed one (1) examiner and a period of three (3) Business Days so long as no Event of Default has occurred and is continuing) plus the examiner’s reasonable and documented out-of-pocket costs and expenses incurred in connection with all such visits, only one visit in any calendar year shall be permitted audits, inspections, appraisals, valuations and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance field examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees cost of all visits, audits, inspections, appraisals, valuations and expenses field examinations conducted by a third party on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluationsAgents. Notwithstanding In furtherance of the foregoing, except as provided each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person with the agents and representatives of any Agent in the provisos to accordance with this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 7.01(f).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 2 contracts
Sources: Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan PartiesBorrowers’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15the greater of (A) 20% of the Loan Cap and (B) $25,000,000 for five (5) consecutive Business DaysDays during any Fiscal Year, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one four (14) commercial finance examination each Quarterly Accounting Period (and examinations in any event no more than four each Fiscal Year) Year and such examinations shall be at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals and audits of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15the greater of (A) 20% of the Loan Cap and (B) $25,000,000 for five (5) consecutive Business DaysDays during any Fiscal Year, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one four (14) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and appraisals in any event no more than four each Fiscal Year) Year and such appraisals shall be at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Keane Group, Inc.), Asset Based Revolving Credit Agreement (Keane Group, Inc.)
Inspection Rights. Each Loan Party will, and will cause each Subsidiary to permit any representatives designated by the Administrative Agent or any Lender (a) Permit representatives and independent contractors including employees of the Administrative Agent Agent, any Lender or any consultants, accountants, lawyers and Collateral Agent appraisers retained by the Administrative Agent), upon reasonable prior notice during normal business hours, to visit and inspect any of its properties, to examine and make extracts from its corporate, financial books and operating records, including environmental assessment reports and make copies thereof Phase I or abstracts therefromPhase II studies, and to discuss its affairs, finances and accounts condition with its directorsofficers and independent accountants, officers, and Registered Public Accounting Firm all at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrowerand as often as reasonably requested; provided, howeverhowever that financial officers of the Borrower shall be entitled to participate in any discussion or meeting with the accountants and, that unless absent the continuance of an Event of Default has occurred and is continuingDefault, only one visit in any calendar year the Borrower shall not be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit required to reimburse the Administrative Agent or professionals the Lenders for more than one visit (including investment bankers, consultants, accountants, and lawyers) retained by if there is more than one such visit in a fiscal year due to the Administrative Agent to conduct commercial finance examinations occurrence and other evaluations at the frequency specified below, including, without limitation, continuance of (i) the Lead Borrower’s practices in the computation an Event of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentenceDefault, the Administrative Agent shall be permitted to conduct one reimbursed for its visits before any Lender is so reimbursed for its visits) in any fiscal year (1) commercial finance examination each Fiscal Year at it being understood without limitation of the Loan Parties’ expense; provided that, in the event foregoing that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent there shall be permitted to conduct up to two no limitation on the frequency of such visits and inspections (2x) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has shall have occurred and be continuing or (y) such visit and/or inspection is continuing paid for by the relevant Lender). After the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent and each Lender with contact information relating to its suppliers. Nothing in this Section 6.10 shall be permitted construed to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in cause Holdings, any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals Loan Party or any of its or their Subsidiaries to be undertaken (i) as it in its discretion deems necessary divulge any materials covered by an attorney-client privilege that has not been waived or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesotherwise subject to confidentiality or disclosure restrictions that would prohibit or restrict such disclosure.
Appears in 2 contracts
Sources: Superpriority Secured Debtor in Possession Credit Agreement (Libbey Inc), Senior Secured Credit Agreement (Libbey Inc)
Inspection Rights. (a) Permit representatives At any time during regular business hours and independent contractors upon reasonable notice, Borrower shall permit the Security Agent or any authorized officer, employee, agent, or representative of the Administrative Agent and Collateral Security Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromfrom the records and books of account of the Borrower, wherever located, and to visit the properties of the Borrower; and to discuss its the affairs, finances finances, and accounts of the Borrower with its directorsChairman, President, any executive vice president, its chief financial officer, treasurer, controller or independent accountants. In conducting each such examination, visit or discussion (each an “inspection”), the Security Agent and each of its officers, employees, agents and Registered Public Accounting Firm at such representatives shall take all reasonable times during normal business hours upon reasonable advance notice action to minimize any disruption to the Lead normal operations of the Borrower; provided. If no Event of Default or Potential Default shall be in existence, however, that unless the Security Agent shall limit such inspection of each of the foregoing to once each calendar year. If an inspection shall be made during the continuance of a Potential Default or an Event of Default has occurred and is continuingDefault, only one visit in any calendar year the Borrower shall be permitted and such visit shall be at reimburse the Loan Parties’ expense.
(b) Upon the request of the Administrative Security Agent after for its reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses expense of the Administrative Agent and such professionals with respect to such examinations and evaluationsinspection. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent If an inspection shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an made when no Event of Default has occurred and is continuingor Potential Default shall be in existence, the Administrative Borrower shall reimburse the Security Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in for its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees expense of such inspection up to $20,000 in the aggregate, any such expenses in excess of that amount shall be chargeable pro rata to each Bank, in accordance with its respective Revolving Loan Commitment. At all times, it is understood and agreed by the Borrower that all expenses in connection with any such inspection which may be incurred by the Borrower, any officers and employees thereof and the attorneys and independent certified public accountants therefor shall be expenses payable by the Borrower and shall not be expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in Banks or any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesthem.
Appears in 2 contracts
Sources: Credit Agreement (Willis Lease Finance Corp), Credit Agreement (Willis Lease Finance Corp)
Inspection Rights. (a) Permit representatives and independent contractors of the The Administrative Agent and Collateral Agent shall have the right to designate a Third Party independent public accounting firm (the “Purchasers Representative”) to visit each Obligor and inspect any its Subsidiaries’ offices and properties where such Obligor and its Subsidiaries keep and maintain their books and records relating or pertaining to the Net Sales, the Assigned Interests, the Royalty Interest Payments, U.S. Licensing / Participation Payments and the Ex-U.S. Licensing / Participation Payments payable hereunder for purposes of its properties, to examine its corporate, financial conducting an audit of such books and operating records, and make copies thereof to inspect and audit such books and records. Any such audit or abstracts therefrominspection must (i) be limited to the three-year period during which each Obligor is required to maintain such records pursuant to Section 5.01(c), and to discuss its affairs(ii) not be exercised more than once in any calendar year, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times (iii) take place during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountantshours, and lawyers(iv) retained follow at least seven (7) Business Days’ prior written notice given by the Administrative Agent to conduct commercial finance examinations the Company. In connection with any such audit, each Obligor will provide the Purchasers Representative reasonable access to such books and records maintained by such Obligor, and shall permit the Purchasers Representative to discuss the business, operations, properties and financial and other evaluations at the frequency specified below, condition of such Obligor or any of its Subsidiaries including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, salesmatters relating or pertaining to the Net Sales, gross marginsthe Assigned Interests, payablesand the Royalty Interest Payments, accruals U.S. Licensing / Participation Payments and reserves. The Loan Parties shall pay Ex-U.S. Licensing / Participation Payments payable hereunder with officers of such Obligor and with such Obligor’s independent certified public accountants, in all cases solely to verify the reasonable and documented out-of-pocket fees and expenses accuracy of the Administrative Agent Quarterly Reports provided under Section 5.01(f) and such professionals with respect to such examinations and evaluationsrelated payments due under this Agreement. Notwithstanding Without limiting the foregoing, except as provided in the provisos prior to any audit under this sentenceSection 5.01(d), the Administrative Agent Purchasers Representative shall be permitted enter into a written confidentiality agreement with each Obligor that (A) limits the use of such Obligor’s records to conduct one the verification purpose described in this Section 5.01(d); (1B) commercial finance examination each Fiscal Year at limits the Loan Parties’ expense; provided that, in information that the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted Purchasers Representative may disclose to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of information required for the Administrative Agent to understand the payments due and paid and any discrepancies; and (C) prohibits the disclosure of any information contained in such professionals with respect records to such appraisalsany other Third Party for any purpose. Notwithstanding The Parties agree that all information subject to review under Section 5.01(d) or provided by the foregoingPurchasers Representative to Company is Company’s Confidential Information, except as provided in the provisos to this sentence, and neither the Administrative Agent nor the Purchasers shall be permitted use any such information for any purpose that is not germane to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five this Section 5.01(d). (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.e)
Appears in 1 contract
Sources: Revenue Interest Purchase and Sale Agreement (Verona Pharma PLC)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerNewpark; provided, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists the Administrative Agent or any calendar year shall be permitted and such visit shall be Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the Loan Parties’ expenseexpense of the Borrowers at any time during normal business hours and without advance notice.
(b) Upon Subject to the request of reimbursement limitations contained in the next sentence, at any time upon the Administrative Agent’s request, the Borrowers will allow the Administrative Agent after reasonable prior notice(or its designee) to conduct field examinations to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems, permit and prepared on a basis reasonably satisfactory to the Administrative Agent or professionals (including investment bankersAgent, consultants, accountants, and lawyers) retained by the Administrative Agent such field examinations to conduct commercial finance examinations and other evaluations at the frequency specified below, includinginclude, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base information required by applicable law and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesregulations. The Loan Parties Borrowers shall pay reimburse the Administrative Agent for all reasonable and documented out-of-pocket fees charges, costs and expenses (including a reasonable per diem field examination charge and out of pocket expenses) related thereto with respect to no more than one such field examination during each calendar year; provided that if Availability is less than 20% of the Aggregate Commitments at any time, the Borrowers shall reimburse the Administrative Agent for all reasonable charges, costs and expenses (including a per diem field examination charge and out of pocket expenses) related to a second such professionals with respect to field examination during such examinations calendar year; and evaluations. Notwithstanding the foregoingprovided, except as provided in the provisos to this sentencefurther, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time when an Event of Default has occurred and is continuingexists, the Administrative Agent there shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) limitation on the number or frequency of field examinations that shall be at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the sole expense of the Loan PartiesBorrowers.
(c) Upon Subject to the request of reimbursement limitations contained in the next sentence, at any time upon the Administrative Agent’s request, the Borrowers will allow the Administrative Agent after reasonable prior notice, permit the Administrative Agent (or professionals (including appraisersits designee) retained by the Administrative Agent to conduct appraisals of the CollateralBorrowers’ Inventory, including, without limitation, prepared on a basis reasonably satisfactory to the assets included in the Borrowing BaseAdministrative Agent. The Loan Parties Borrowers shall pay reimburse the Administrative Agent for all reasonable and documented out-of-pocket fees charges, costs and expenses related thereto with respect to no more than one such appraisal during each calendar year; provided that if Availability is less than 20% of the Aggregate Commitments at any time, the Borrowers shall reimburse the Administrative Agent for all reasonable charges, costs and expenses related to a second such professionals with respect to appraisal during such appraisals. Notwithstanding the foregoingcalendar year; and provided, except as provided in the provisos to this sentencefurther, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if when an Event of Default has occurred and is continuing the Administrative Agent exists, there shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) limitation on the number or frequency of appraisals that shall be at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the sole expense of the Loan PartiesBorrowers.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm Firm, all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, howeverthat, that unless when an Event of Default has occurred and is continuing, only one visit in exists the Administrative Agent (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours and without advance notice.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance field examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and Base, (ii) the assets included in the Borrowing Base and the Revolving Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, and (iii) the Loan Parties’ business plan and cash flows. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of agree that the Administrative Agent and such professionals with respect to such may, in its discretion, undertake two (2) field examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination during each Fiscal Year at the Loan Parties’ expense; provided that, in that the event Administrative Agent agrees that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted not undertake any such field examinations to conduct up to two (2) commercial finance the extent that the Revolving Agent shall have conducted such field examinations in any twelve-month period at accordance with the Borrowers’ expense; provided further that, at any time an Event requirements of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expenseABL Intercreditor Agreement. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance field examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets Inventory included in the Borrowing Base and the Revolving Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of agree that the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoingmay, except as provided in the provisos to this sentenceits discretion, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period undertake two (2) appraisals during each Fiscal Year at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Daysprovided, that, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further agrees that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted not undertake any such appraisals to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and the extent that the Revolving Agent shall have conducted such appraisals in any event no more than four each Fiscal Year) at accordance with the Borrowers’ expenserequirements of the ABL Intercreditor Agreement. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i1) as it in its discretion deems necessary or appropriate, at its own expense or, (ii2) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
(d) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct Equipment appraisals of the Collateral, including, without limitation, the Equipment assets included in the Borrowing Base. The Loan Parties agree that the Administrative Agent may, in its discretion, undertake two (2) Equipment appraisals during each Fiscal Year at the Loan Parties’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional Equipment appraisals to be undertaken (1) as it in its discretion deems necessary or appropriate, at its own expense or, (2) if required by Law or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit No more than three times within a Fiscal Year, permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm Firm, and permit the Agent or professionals (including investment bankers, consultants, accountants and lawyers) retained by the Agent to conduct evaluations of the Business Plan, forecasts and cash flows, all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that unless an when a Default or Event of Default has occurred and is continuing, only one visit in exists the Agent (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours and without advance notice and the limitation of three inspections within a Fiscal Year above shall not apply.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, accountants and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base, (ii) the assets included in the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, and (iii) the Business Plan. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding Without limiting the foregoing, except as provided the Loan Parties acknowledge that the Agent may, in the provisos its reasonable discretion, undertake up to this sentence, the Administrative Agent shall be permitted to conduct one three (13) commercial finance examination examinations each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent one such examination shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event done no more than four each Fiscal Year) at 90 days after the Borrowers’ expenseClosing Date. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (iA) as it in its reasonable discretion deems necessary or appropriate, at its own expense or, (iiB) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior noticenotice and during reasonable business hours; provided, that no such notice shall be required during the continuance of a Default or Event of Default, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding The Loan Parties acknowledge that the foregoingAgent may, except as provided in the provisos its reasonable discretion, undertake up to this sentence, the Administrative Agent shall be permitted to conduct three (3) inventory appraisal each Fiscal Year and up to one Inventory (1) Intellectual Property appraisal and one Scripts appraisal in any twelve-month period each Fiscal Year at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (iA) as it in its reasonable discretion deems necessary or appropriate, at its own expense or, (iiB) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
(d) Upon the request of Salus after reasonable prior notice, use commercially reasonable efforts to assist Salus and any other Salus Entity (and any of their lending or funding sources) in obtaining ratings for the credit facilities provided for herein from one or more national rating agencies. Without limiting the foregoing, senior management members of the Loan Parties shall attend or host one or more meetings with such rating agencies and Salus upon reasonable prior notice.
Appears in 1 contract
Sources: Credit Agreement (Kid Brands, Inc)
Inspection Rights. (a) Permit Subject to Section 9.14 hereof, permit representatives and independent contractors of the Administrative Agent and Collateral Agent (along with representatives of any Lender that wish to attend simultaneously) to visit and inspect any of its propertiesProperties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officersofficers and independent public accountants (at which an authorized legal representative of the Borrowers shall be entitled to be present), and Registered Public Accounting Firm all at such reasonable times the expense of the Lenders (except as set forth herein) during normal business hours upon reasonable advance notice to the Lead BorrowerBorrowers; provided that, so long as no Event of Default exists, the foregoing shall be restricted to two such visits or inspections per consecutive twelve months period, which two instances shall be at the Borrowers’ sole expense, in each case upon request of the Required Lenders or the Administrative Agent and reasonable advance notice to the Borrowers; provided, however, that unless for so long as an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentencecontinues, the Administrative Agent shall be permitted (along with representatives of any Lender that wish to conduct one (1attend simultaneously) commercial finance examination each Fiscal Year may do any of the foregoing at the Loan Parties’ expensesole expense of the Borrowers; provided provided, further, that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations and the Lenders shall be limited to be undertaken (ix) as it in its discretion deems necessary one field examination (which shall include any appraisals or appropriatevaluations) of, at its own expense or, (ii) if required by Law, and at the expense of, the Parent and its Restricted Subsidiaries per consecutive twelve months period to the extent Availability is ten percent (1010.0%) of the Loan Parties.
Maximum Revolver Amount or greater and (cy) Upon two field examinations (which shall include any appraisals or valuations) of, and at the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitationexpense of, the assets included in Parent and its Restricted Subsidiaries per consecutive twelve months period to the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess extent Availability Percentage is at any time less than or equal to 15% for five ten percent (51010.0%) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesMaximum Revolver Amount.
Appears in 1 contract
Inspection Rights. The Purchaser Agent shall have the right, not more than once a year to designate a Third Party independent public accounting firm (athe “Purchaser Agent Representative”) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit the Company’s and inspect any its Subsidiaries’ offices and properties where the Company and its Subsidiaries keep and maintain their books and records relating or pertaining to the Revenue Base or the Revenue Interests and the Collateral for purposes of its properties, to examine its corporate, financial conducting an audit of such books and operating records, and make copies thereof or abstracts therefromto inspect and audit such books and records, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours hours, and, upon reasonable advance ten (10) Business Days’ prior written notice given by the Purchaser Agent to the Lead BorrowerCompany, the Company will provide such Purchaser Agent Representative reasonable access to such books and records, and shall permit the Purchaser Agent Representative to discuss the matters relating or pertaining to the Revenue Interests and any Collateral with officers of the Company; providedprovided that (i) the Purchaser Agent may not exercise this right more than one time during any year, however(ii) the same period may not be audited more than once, that unless an Event of Default has occurred and is continuing, only one visit in (iii) any calendar year shall be permitted and such visit audit conducted pursuant to this Agreement shall be at the Loan Parties’ Purchaser’s expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankersexcept, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation event the audit reveals a shortfall in any Revenue Interest Payment in excess of five percent (5%) and the Borrowing Base and (ii) Company agrees with the assets included in underlying calculations evidencing such shortfall, the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties Company shall pay bear the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluationsaudit. Notwithstanding the foregoing, except as provided in after the provisos to this sentenceoccurrence and during the continuance of a Material Breach, the Administrative Purchaser Agent shall be permitted to conduct one have the right, as often, at such times and with ten (110) commercial finance examination each Fiscal Year at Business Days’ prior written notice, as the Loan Parties’ expense; provided thatPurchaser Agent shall determine, in its reasonable discretion, to have the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, Purchaser Agent Representative review the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred relevant documents and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense records of the Loan Parties.
(c) Upon the Company and its Subsidiaries. The Company shall consider in good faith any reasonable request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Purchaser Agent that the Company conduct an audit of a Licensee (to conduct appraisals of the Collateral, including, without limitation, extent such audit is permitted under the assets included in the Borrowing Baseapplicable agreement with such Licensee). The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in In the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business DaysCompany conducts such audit, the Administrative Company shall, to the extent permitted by the applicable agreement with such Licensee, provide a general summary regarding the results of such audit. The Purchaser Agent acknowledges and agrees that any such report shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) treated as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense Confidential Information of the Loan PartiesCompany.
Appears in 1 contract
Sources: Revenue Interest Purchase Agreement (Adaptive Biotechnologies Corp)
Inspection Rights. At any time during regular business hours and upon reasonable notice permit the Lender or any authorized officer, employee, agent, or representative of the Lender (a) Permit representatives to discuss the affairs, finances, and independent contractors accounts of the Administrative Agent Borrower with its Chairman, President, any executive vice president, its chief financial officer, treasurer, controller or independent accountants or (b) subject to the terms of the relevant Lease to inspect an Engine and Collateral Agent to its Engine Records and make such copies thereof as the Lender may elect. In conducting each such inspection, visit or discussion (each an "inspection"), the Lender and inspect any each of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, employees, agents and Registered Public Accounting Firm at such representatives shall take all reasonable times during normal business hours upon reasonable advance notice action to minimize any disruption to the Lead Borrower; providednormal operations of the Borrower and the relevant Lessee. If no Event of Default or Potential Default shall be in existence, howeverthe Lender in respect of each Engine and otherwise generally, that unless shall limit such inspection of each of the foregoing to once each calendar year. If an inspection shall be made during the continuance of a Potential Default or an Event of Default has occurred and is continuingDefault, only one visit in any calendar year the Borrower shall be permitted and such visit shall be at reimburse the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after Lender for its reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses expense of the Administrative Agent and such professionals with respect to such examinations and evaluationsinspection. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent If an inspection shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an made when no Event of Default has occurred and is continuingor Potential Default shall be in existence, the Administrative Agent Borrower shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at reimburse the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in Lender for its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees expense of such inspection up to $5,000 in the aggregate; any expenses incurred by the Lender in excess of such amount shall be for the Lender's account. At all times, it is understood and agreed by the Borrower that all expenses in connection with any such inspection which may be incurred by the Borrower, any officers and employees thereof and the attorneys and independent certified public accountants therefor shall be expenses payable by the Borrower and shall not be expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesLender.
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Inspection Rights. (a) Permit Each Loan Party will permit any representatives designated by the Administrative Agent, upon reasonable prior notice and independent contractors at the expense of the Administrative Agent and Collateral Agent Borrowers, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts condition with its directorsofficers and to examine and make extracts from its books and records, officers, and Registered Public Accounting Firm all at such reasonable times during normal business hours and as may be reasonably requested upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit . Nothing contained in any calendar year this SECTION 5.10(a) shall be permitted and such visit shall be at deemed to limit or modify the Loan Parties’ expenserights of the Administrative Agent under SECTION 5.10(b) hereof.
(b) Upon Each Loan Party will from time to time upon the request of the Administrative Agent after reasonable prior noticeAgent, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers, examiners and lawyersappraisers) retained by the Administrative Agent Agent, on reasonable prior notice, to conduct Collateral appraisals and commercial finance examinations and other evaluations at the frequency specified belowexaminations, including, without limitation, of (i) the Lead Borrower’s Borrowers’ practices in the computation of the then Borrowing Base Base, and (ii) the assets included in the Borrowing Base and related financial and Collateral information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to all such examinations evaluations, appraisals and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the examinations.
(i) The Administrative Agent shall be permitted to conduct one (1) commercial finance examination during each Fiscal Year twelve-month period, at the Loan Parties’ expense; provided that, in the event that if Excess Availability Percentage is less than thirty percent (30.00%) of the Maximum Borrowing Amount at any time less than 15% for five (5) consecutive Business Daysduring such twelve-month period, the Administrative Agent shall be permitted to may conduct up to two (2) commercial finance examinations in during such twelve-month period, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one (1) additional commercial finance examination during any twelve-month period at the Borrowers’ expense; provided further thatexpense of the Lenders, at and (B) after the occurrence and during the continuance of any time an Event of Default has occurred and is continuingDefault, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause such additional commercial finance examinations to be undertaken (i) taken as it the Administrative Agent, in its discretion deems necessary or appropriatereasonable discretion, at its own expense or, determines are appropriate (ii) if required by Laweach, at the expense of the Loan Parties).
(cii) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one (1) appraisal of the Loan Parties’ Inventory appraisal and one Scripts appraisal in during any twelve-month period at the Loan Parties’ expense; provided that in the event that the that, (A) if Excess Availability Percentage is less than thirty percent (30.00%) of the Maximum Borrowing Amount at any time less than or equal to 15% for five (5) consecutive Business Daysduring such twelve-month period, the Administrative Agent shall be permitted to may conduct up to two (2) appraisals of the Loan Parties’ Inventory appraisals and two during such twelve-month period, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (2A) Scripts appraisals may undertake one (1) additional Inventory appraisal in any each twelve-month period at the Borrowers’ expense; provided further that if an sole expense of the Lenders, and (B) after the occurrence and during the continuance of any Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingDefault, the Administrative Agent may cause such additional Inventory appraisals to be undertaken (i) taken as it the Administrative Agent, in its discretion deems necessary or appropriatereasonable discretion, at its own expense or, determines are appropriate (ii) if required by Laweach, at the expense of the Loan Parties).
(c) The Loan Parties shall at all times retain independent certified public accountants that in the commercially reasonable opinion of the Administrative Agent are of national standing and shall instruct such accountants to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the annual audited statements, the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Administrative Agent.
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Inspection Rights. (ai) Permit Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all applicable Requirement of Law shall be made of all material dealings and transactions in relation to its business and activities, (ii) permit representatives and independent contractors of the Administrative Agent and Collateral Agent any Lender to visit and inspect any of its propertiesproperties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, from any of its books and to discuss its affairs, finances records upon reasonable prior notice and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon (provided that such visits shall be coordinated by the Agent), (iii) permit representatives of any Lender to have reasonable advance notice discussions regarding the business, operations, properties and financial and other condition of the Parent, Holdings, the Borrower and its Restricted Subsidiaries with officers and employees of the Parent, Holdings, the Borrower and its Restricted Subsidiaries (provided that any Lender shall coordinate any request for such discussions through the Agent), and (iv) permit representatives of the Agent to have reasonable discussions regarding the Lead Borrowerbusiness, operations, properties and financial and other condition of the Parent, Holdings, the Borrower and its Restricted Subsidiaries with its independent certified public accountants; providedprovided that a Responsible Officer of the Parent or the Borrower shall be present during such discussion and any such discussions with the Parent’s independent certified public accountants at the Parent’s expense shall, however, that unless except while an Event of Default has occurred and is continuing, only be limited to one visit in meeting per calendar year; provided, however, that when an Event of Default exists the Agent (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours with reasonable prior notice.
(b) Upon the request of the Administrative Agent after reasonable prior written notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified belowinventory appraisals, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the immediately succeeding sentence, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluationsinventory appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative The Agent shall be permitted to may conduct (A) one (1) commercial finance examination each Fiscal Year and one (1) inventory appraisal in any twelve month period at the Loan Parties’ Borrower’s expense; , provided that, in the event that Excess Availability Percentage is that, (x) at any time prior to the twelve (12) month anniversary of the First Amendment Effective Date, Excess Availability is less than 15the greater of (i) 25% of the Loan Cap in effect at such time and (ii) $18,750,000 for five three (53) consecutive Business Days, or (y) at any time thereafter, Excess Availability is less than the Administrative greater of (i) 20% of the Loan Cap in effect at such time and (ii) $15,000,000 for three (3) consecutive Business Days, then, in either case, the Agent shall be permitted to conduct up to may undertake two (2) commercial finance examinations and two (2) inventory appraisals in any twelve-twelve month period, at the Borrower’s expense, (B) one additional commercial finance examination and one additional inventory appraisal in the twelve month period immediately following the Closing Date, at the Borrowers’ Borrower’s expense; provided further that, at any time an and (C) additional commercial finance examinations and inventory appraisals as the Agent may require in its reasonable discretion if a Specified Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesBorrower.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
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Inspection Rights. (a) Permit representatives Except as provided for in the Acceptance Test Protocol, Acceptance Appraisal Protocol, Clause 4.4 (Emergency Events), this Clause 7.2 (Inspection Rights), Clause 7.3 (Reporting, Verification, Control and independent contractors Assurance Procedures), Clause 7.7 (Sailaway and Arrival Dates), Clause 19.5(b) (Pollution and Emergency Response), Clause 23.9(a)(i) (Bare Boat Charter), Schedule 6 (Responsibility for Compliance) and Schedule 8 (HSSE Requirements), nothing in this Agreement confers any right of physical or direct access to, or control over, the FLNG Facility in favour of the Administrative Agent Lessee, the Co-venturers and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expenseStates.
(b) Upon the request Duly authorised representatives of the Administrative Agent after Lessee, the Co-venturers and the States (at their own cost and risk and subject to Clause 17 (Liability and Indemnity)) shall have the right to inspect the Work and observe any tests undertaken pursuant to a Conversion Contract upon reasonable prior advance notice, permit provided that the Administrative Agent or professionals relevant representatives of the Lessee, the Co-venturers and the States have completed (including investment bankers, consultants, accountants, and lawyersat the Lessee's cost) retained all HSSE training reasonably required by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentenceOwner, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, Key Contractors or their subcontractors in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesconnection with such inspection.
(c) Upon the request Duly authorised representatives of the Administrative Agent after reasonable prior noticeLessee, permit the Administrative Agent or professionals (including appraisers) retained by Co-venturers, the Administrative Agent States and the LNG Buyers shall have the right to conduct appraisals inspect the FLNG Facility and the performance of the CollateralOperating Services (at their own cost and risk (subject to the terms of Clause 17 (Liability and Indemnity)), including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken that:
(i) such inspection is carried out during the hours and on days reasonably required by the Operator or Owner (as it in its discretion deems necessary or appropriate, at its own expense or, applicable) having due consideration to the timing of the Lessee's request;
(ii) if the duly authorised representatives of the Lessee, the Co-venturers, the States and the LNG Buyers have completed (at the Lessee's cost) all HSSE training reasonably required by Law, at the expense Owner or Operator in connection with such inspection; and
(iii) the Lessee has provided reasonable notice to the Owner and Operator of its intention to carry out any inspection of the Loan PartiesFLNG Facility or Operating Services.
(d) If any of the duly authorised representatives of the Lessee, the Co-venturers, the States or the LNG Buyers have completed substantially similar HSSE training to that required by the Owner, the Operator, the Key Contractors or their subcontractors and provide evidence of the same, such representatives shall be deemed to have completed the required training under Clauses 7.2(b) and 7.2(c)(ii) (Inspection Rights).
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Inspection Rights. (a) Permit representatives and independent contractors of Such Loan Party will, from time to time during regular business hours as requested by the Administrative Agent upon not less than two (2) Business Days’ prior written notice (unless an Amortization Event has occurred in which case the Administrative Agent may have access on demand without notice), permit the Administrative Agent, or its agents or representatives (and Collateral shall cause each Originator to permit the Administrative Agent to visit and inspect any of or its properties, agents or representatives): (i) to examine its corporate, financial and operating records, and make copies thereof of and abstracts from all Collection Records and Other Records in the possession or abstracts therefromunder the control of such Person relating to the Collateral, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss its affairsmatters relating to such Person’s financial condition or the Collateral or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, finances in each case, with any of the officers or employees of Borrower, the Servicer or any Originator having knowledge of such matters (each of the foregoing examinations and accounts with its directorsvisits, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrowera “Review”); provided, however, that unless an that, so long as no Amortization Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay only be responsible for the reasonable fees and documented associated out-of-pocket fees costs and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at Review in any one period of 12 consecutive months (such fees not to exceed $30,000 per Originator (the “Review Fee Cap”) per Review plus out-of-pocket costs and expenses, it being understood that the Review Fee Cap shall not be applicable if the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, Parties do not reasonably cooperate with the Administrative Agent shall be permitted to conduct up to two (2or its agents or representatives) commercial finance examinations as set forth in this Section 7.1(g) or are otherwise not reasonably prepared for any twelve-month period at the Borrowers’ expense; provided further that, at any time an such Review). So long as no Amortization Event of Default has occurred and is continuing, the Administrative Agent shall be permitted provide to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense Loan Parties a written estimate of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior noticefees, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees costs and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at each Review for which the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time Parties are responsible to pay not less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in Business Days prior to the commencement of any twelve-month period at such Review. Following the Borrowers’ expense; provided further that if occurrence of an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingAmortization Event, the Administrative Agent Agents and the Lenders may cause additional appraisals to be undertaken (i) perform a Review as it in its discretion deems frequently as the Agents or the Lenders deem necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of and the Loan PartiesParties shall solely be responsible for the fees, out-of-pocket costs and expenses of all such Reviews.
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Sources: Credit and Security Agreement (Mohawk Industries Inc)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent (and Collateral Agent Lenders acting in conjunction with the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that unless (i) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 6.10, (ii) except as expressly set forth in clause (iii) below during the continuance of an Event of Default, (a) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (b) only one such time per calendar year shall be at the expense of the Borrower, (iii) when an Event of Default has occurred and is continuingexists, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals any Lender (including investment bankers, consultants, accountants, and lawyersor any of their respectiveits representatives or independent contractors) retained by may do any of the Administrative Agent to conduct commercial finance examinations and other evaluations foregoing at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation expense of the Borrowing Base Borrower at any time during normal business hours and withoutupon reasonable advance notice; (ii) excluding any such visits and inspections during the assets included in continuance of an Event of Default, the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay Borrower will only be responsible for the reasonable and documented out-of-pocket fees costs and expenses of the Administrative Agent for one such visit and inspections in any fiscal year of the Borrower and shall not be responsible for the costs and expenses of independent visits and inspections of Lenders; (iii)(iv) no such professionals discussion with respect any such independent accountants shall be permitted unless the Borrower shall have received reasonable notice thereof and a reasonable opportunity to such examinations and evaluationsparticipate therein. Notwithstanding anything to the foregoingcontrary in this Section, except as provided in none of the provisos Borrower or any Subsidiary will be required to this sentence, permit representatives and independent contractors of the Administrative Agent shall be permitted or any Lenders acting in conjunction with the Administrative Agent to conduct one visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs (1i) commercial finance examination each Fiscal Year at that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Loan Parties’ expenseAdministrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any requirement of Law or any binding third party agreement or (iii) that is subject to attorney-client privilege or constitutes attorney work product; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Daysthe Borrower does not permit visitation, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations inspection or examination or otherwise disclose information in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to reliance on this sentence, the Administrative Agent Borrower shall be permitted provide notice to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent that such visitation, inspection or examination is not being permitted and/or such information is being withheld and the Borrower shall be permitted use commercially reasonable efforts to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals communicate the applicable information in any twelvea way that would not violate the applicable obligation or risk waiver of attorney-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesclient privilege.
Appears in 1 contract
Inspection Rights. (a) Permit At any reasonable time and from time to time, upon reasonable advance notice, each Loan Party shall, and shall cause each of its Subsidiaries or Affiliates, as applicable, to, permit representatives and independent contractors of the Administrative Agent and each Lender (i) to examine, inspect, review, evaluate and make physical verifications of the Collateral in any manner and through any medium that Administrative Agent or such ▇▇▇▇▇▇ considers advisable, (ii) to visit and inspect any of its propertiesProperties, (iii) to examine its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom, therefrom and (iv) to discuss its affairs, finances business, operations, financial condition and accounts with its directors, officers, employees, and Registered Public Accounting Firm independent certified public accountants, all at the sole cost and expense of Borrower and at such reasonable times during normal business hours upon reasonable advance notice and as often as may be reasonably requested, in each case other than for the purpose of performing Inventory appraisals or field exams, which are addressed in clauses (b) and (c) of this Section 6.6; provided that, other than with respect to such visits and inspections during the Lead Borrowercontinuance of an Event of Default, (i) only Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.6(a) and (ii) Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year; provided, howeverfurther, that unless when an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the exists Administrative Agent or professionals any Lender (including investment bankers, consultants, accountants, and lawyersor any of their respective representatives or independent contractors) retained by may do any of the Administrative Agent to conduct commercial finance examinations and other evaluations foregoing under this Section at the frequency specified below, including, sole cost and expense of Borrower and at any time during normal business hours and without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesadvance notice. The Loan Parties shall pay the reasonable Borrower acknowledges that all inspections, appraisals and documented out-of-pocket fees and expenses of the reports are prepared by Administrative Agent and such professionals with respect the Lenders (or their agents, representatives or professionals) for their purposes, and the Borrower shall not be entitled to such examinations rely upon them and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted have no obligation to conduct one (1) commercial finance share any results of any inspection, appraisal or other report with the Borrower or any other Loan Party. In connection with any field examination each Fiscal Year at the Loan Parties’ expense; provided thator inspection with respect to Eligible Inventory, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations provided information maintained in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted applicable Warehouse Operating System to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) such extent as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required determined by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals be adequate to confirm compliance with respect to such appraisals. Notwithstanding the foregoing, except as provided requirements set forth in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 6.16.
Appears in 1 contract
Sources: Credit Agreement (Sunnova Energy International Inc.)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its propertiesthe properties of the Parent or any Subsidiary, to examine its corporate, financial and operating records, (and make copies thereof or abstracts therefrom) any of the corporate, financial and operating records of the Parent or any Subsidiary, and to discuss its the affairs, finances and accounts of the Parent or any Subsidiary with such Person’s chief executive officer and chief financial officer and, in the presence of either such officer, its directorsindependent public accountants, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours (other than at any time during the ten (10) day period which precedes and follows the end of each fiscal quarter of the Parent) and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerParent; provided, however, that unless when an Event of Default has occurred exists the Administrative Agent (or any of its representatives) may do any of the foregoing at any time during normal business hours and is continuing, only one visit without advance notice. The Loan Parties shall reimburse the Administrative Agent for the reasonable out-of-pocket and documented expenses (including the per diem fees of its representatives) for up to two (2) such visits and inspections in any fiscal year, provided that if when an Event of Default exists the Loan Parties shall reimburse the Administrative Agent and the Lenders for the expenses of all such visits and inspections. If any Lender so requests, such Lender and its representatives shall be permitted, at the expense of such Lender, to accompany the Administrative Agent on any such visits and inspections.
(b) If requested by the Administrative Agent in its sole discretion, (i) permit the Administrative Agent, and its representatives, upon reasonable advance notice to the Parent, to conduct an audit of the Collateral at the expense of the Parent, and (ii) promptly deliver to the Administrative Agent (A) asset appraisal reports with respect to all of the property of the Parent and its Subsidiaries and (B) a written audit of the accounts receivable, inventory, payables, controls and systems of the Parent and its Subsidiaries; provided that the Administrative Agent shall not be permitted to request any of the foregoing items more than once per calendar year shall and three times during the term of this Agreement.
(c) Following the occurrence and during the existence of any Event of Default, upon the reasonable written request of the Administrative Agent if any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be permitted reasonably expected to cause) the representations and such visit shall warranties set forth in Section 6.09 to be untrue in any material respect, furnish or cause to be furnished to the Administrative Agent, at the Loan Parties’ expense.
, a report of an environmental assessment of reasonable scope, form and depth, (bincluding, where appropriate, invasive soil or groundwater sampling) Upon the request of by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Facilities and as to the compliance by the Loan Parties with Environmental Laws at any Facilities. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after reasonable prior notice, permit receipt of such written request then the Administrative Agent or professionals (including investment bankers, consultants, accountantsmay arrange for the same, and lawyers) retained the Loan Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable and documented cost of any assessment arranged for by the Administrative Agent pursuant to conduct commercial finance examinations and other evaluations at this provision will be payable by the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay on demand and added to the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained obligations secured by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesCollateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Brightpoint Inc)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm Firm, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerBorrowers; provided, however, that unless that, Borrowers shall only be responsible to reimburse the Administrative Agent’s costs and expenses for one such visitation and inspection per Fiscal Year except to the extent an Event of Default has occurred exists and is continuing, only one visit in which case the Administrative Agent (or any calendar year of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice. All such inspections shall be permitted and performed in such visit shall be at a way as to minimize interference with the business of the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable five (5) Business Days prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent to conduct commercial finance appraisals, field examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, of (i) the Lead Borrower’s Borrowers’ practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to such examinations evaluations and evaluations. Notwithstanding appraisals (A) with respect to appraisals of the foregoingBorrowers’ Inventory, except as provided in the provisos to this sentencePrescription Files and Eligible Real Estate, the Administrative Agent shall be permitted to conduct (1) one (1) commercial finance appraisal and one (1) field examination each Fiscal Year at the Loan Parties’ expense; provided that, during any twelve (12) month period in the event that which Excess Availability Percentage is at all times greater than or equal to twenty (20%) percent of the Borrowing Base, (2) up to two (2) appraisals and two (2) field examinations during any twelve (12) month period in which Excess Availability is at any time less than 15% for five twenty (520%) consecutive Business Dayspercent of the Borrowing Base, the Administrative Agent shall be permitted to conduct up to two and (2B) commercial finance all field examinations in any twelve-month period at the Borrowers’ expense; provided further that, and appraisals undertaken at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the reasonable request of the Administrative Agent after reasonable prior notice, permit the occurrence and the continuation of an Event of Default. In addition to the foregoing the Administrative Agent or professionals will have the right to conduct additional field examinations and appraisals at the expense of the Administrative Agent. The charges reimbursable by the Loan Parties for each field examination under this subsection (including appraisersb) retained which is conducted by internal examiners of the Administrative Agent to conduct appraisals shall not exceed the then current rate (which rate, as of the Collateraldate hereof, includingis $1,000) for each day of such examination, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the plus reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesexpenses.
Appears in 1 contract
Sources: Credit Agreement (Nash Finch Co)
Inspection Rights. (a) Permit Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent, any Lender, and each of their respective duly authorized representatives and independent contractors of the Administrative Agent and Collateral Agent or agents to visit any of its properties and inspect any of its propertiesassets or books and records, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromof its books and records, and to discuss its affairs, finances finances, and accounts with its directors, officerswith, and Registered Public Accounting Firm to be advised as to the same by, its officers and employees (provided, that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; providedand intervals as Agent or any Lender, howeveras applicable, that unless an may designate and, so long as no Default or Event of Default has occurred and is continuing, only one visit with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense in any calendar year shall be permitted and such visit shall be at accordance with the Loan Parties’ expenseprovisions of the Fee Letter, subject to the limitations set forth below in Section 5.10(c).
(b) Upon Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as Agent may designate, at Borrowers’ expense in accordance with the request provisions of the Administrative Agent after reasonable prior noticeFee Letter, permit subject to the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices limitations set forth below in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 5.10(c).
(c) Upon the request So long as no Event of the Administrative Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent after reasonable prior noticefor more than 2 field examinations in any calendar year (increasing to 3 field examinations if an Increased Reporting Event has occurred during such calendar year), permit the Administrative Agent or professionals 1 inventory appraisal in any calendar year (including appraisers) retained by the Administrative Agent increasing to conduct 2 inventory appraisals of the Collateralif an Increased Reporting Event has occurred during such calendar year), including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to 2 M&E Appraisals (one Inventory full appraisal and one Scripts appraisal desktop) in any twelve-month period calendar year (increasing to 3 M&E appraisals (two full appraisals and one desktop) if an Increased Reporting Event has occurred during such calendar year), in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (whether or not consummated).
(d) Each Loan Party shall, and shall cause each of its Subsidiaries to, at all times retain independent certified public accountants that in the commercially reasonable opinion of the Agent are of national standing and shall instruct such accountants to cooperate with, and be available to, the Agent or its representatives to discuss the annual audited statements, the Loan Parties’ expense; provided financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agent (provided, that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent an authorized representative of a Borrower shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals allowed to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiespresent).
Appears in 1 contract
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent (a) Permit representatives and independent contractors which representative may be accompanied by one representative of the Administrative Agent Lenders (taken as a whole), which representative shall be selected by the Required Lenders) at reasonable times and Collateral Agent during normal business hours, and, so long as no Default or Event of Default has occurred and is continuing, upon reasonable prior notice (provided that five (5) days prior notice shall be deemed to be reasonable) at the expense of the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals, Phase I Environmental Site Assessments or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrowermanagerial employees, independent accountants or any of its other representatives; provided, however, that unless an so long as no Event of Default has shall have occurred and is be continuing, only (x) the Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one visit in (1) such inspection of the Loan Parties conducted during each fiscal year during the term of this Agreement unless the regulatory authorities to which any calendar year Lender reports requires more frequent inspections (not to exceed one (1) inspection each quarter) based upon the regulatory credit rating applicable to Borrower and (y) the Borrower shall be permitted given a reasonable opportunity to have a representative present at any such inspection (and if the Borrower so elects to have a representative present at such visit inspection, then such inspection shall be held at a time that is reasonably acceptable to both the Loan Parties’ expense.
(b) Upon Borrower and the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent Agents). The Borrower agrees to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of pay (i) the Lead Borrowereach examiner’s practices fees and reasonable and documented out-of-pocket costs and expenses incurred in the computation of the Borrowing Base connection with all such visits, audits, inspections, valuations, appraisals and examinations and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees cost of all visits, audits, inspections, appraisals, valuations and expenses examinations conducted by a third party on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluationsAgents. Notwithstanding In furtherance of the foregoing, except as provided each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person with the agents and representatives of any Agent in the provisos to accordance with this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 7.01(f).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender (in the case of a Lender, coordinated through the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants (subject, in the case of such accountants, to the Borrower having a reasonable opportunity to be present during, or otherwise participate in, such discussions), all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that unless in the absence of an Event of Default has occurred Default, the Borrower will not be required to reimburse the expense of more than one such visit for the Administrative Agent and is continuingthe Lenders (or any of their respective representatives or independent contractors) collectively in a year; provided, only one visit in further, that the Borrower and its Restricted Subsidiaries shall not be required to permit more than two such visits and inspections during any calendar year in the aggregate for the Administrative Agent and all Lenders (it being understood that there shall be permitted no limit on the number of visits and such visit shall inspections during an Event of Default). Notwithstanding anything herein to the contrary, none of the Borrower nor any of its Restricted Subsidiaries will be at required to disclose, permit the Loan Parties’ expense.
inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) Upon the request in respect of the Administrative Agent after reasonable prior notice, permit which disclosure to the Administrative Agent or professionals any Lender (including investment bankers, consultants, accountants, and lawyersor their respective representatives or independent contractors) retained is prohibited by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in applicable legal requirement or any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary binding agreement or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent is subject to attorney-client or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expensesimilar privilege or constitutes attorney work product; provided that in the event that the Excess Availability Percentage Borrower or its Restricted Subsidiaries does not provide any information requested in connection with an examination or a discussion permitted under this Section 6.10 in reliance on the preceding clause (b) or (c) due to confidentiality or waiver concerns, such Person shall, unless doing so is at itself prohibited by any time less than applicable legal requirement or equal binding agreement or would cause a waiver of attorney-client or similar privilege or attorney work product protection, provide notice to 15% for five (5) consecutive Business Days, the Administrative Agent that such information is being withheld and shall be permitted use its commercially reasonable efforts to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals communicate the applicable information in any twelve-month period at a way that would not violate the Borrowers’ expense; provided further that if an Event applicable obligation or risk waiver of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiessuch privilege.
Appears in 1 contract
Inspection Rights. (a) Permit representatives Permit, and independent contractors cause each of the Administrative its Subsidiaries to permit, Agent and Collateral representatives of Agent at any time and from time to time during normal business hours so long as no Default or Event of Default shall exist or have occurred and be continuing and at any time a Default or an Event of Default shall exist or shall have occurred and be continuing, no more than two (2) times in any twelve (12) month period so long as no Default or Event of Default shall exist or have occurred and be continuing, but otherwise as Agent may request, at the expense of Borrowers, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, Accounts, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, physical counts, valuations, appraisals, phase I environmental site assessments or examinations (and, if requested by Agent based upon the results of any such phase I environmental site assessment, and make copies thereof or abstracts therefromafter the occurrence and during the continuance of an Event of Default, a phase II environmental site assessment) and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. Each Loan Party shall promptly furnish to Agent and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice Lenders all financial and other information as Agent shall reasonably request relating to the Lead Borrower; providedCollateral and the assets, however, that unless an Event business and operations of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon , and Administrative Borrower shall notify the request auditors and accountants of the Administrative Loan Parties that Agent after reasonable prior noticeis authorized to obtain such information directly from them. Each Loan Party hereby irrevocably authorizes and directs all accountants or auditors to deliver to Agent, permit at Agent's request and at Loan Parties' expense, copies of the Administrative financial statements of any Loan Party and any reports or final (and not draft) management letters prepared by such accountants or auditors on behalf of any Loan Party and to disclose to Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained Lenders such information as they may have regarding the business of any Loan Party. Such information provided by the Administrative Agent accountants or auditors shall be subject to conduct commercial finance examinations and other evaluations at Section 11.20 hereof to the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such asextent applicable thereto. From time to time upon Agent's request, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less no more than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations times in any twelve-twelve (12) month period at the Borrowers’ expense; provided further thatperiod, but at any time or times as Agent may, or at the direction of Required Lenders shall, request on or after an Event of Default has occurred Default, Borrowers and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawGuarantors shall, at the expense of the Loan Parties.
Borrowers, deliver or cause to be delivered to Agent and Lenders (c1) Upon the request written appraisals as to any of the Administrative Agent after reasonable prior noticeassets or properties of Parent or any of its Subsidiaries in form, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent scope and methodology reasonably acceptable to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect by an appraiser acceptable to such appraisals. Notwithstanding the foregoingAgent, except as provided in the provisos addressed to this sentence, the Administrative Agent shall be and Lenders and upon which Agent and Lenders are expressly permitted to conduct up to one Inventory appraisal rely and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense third party evaluations of the Loan Partiesearnings or other aspects of the performance of Parent and its Subsidiaries.
Appears in 1 contract
Inspection Rights. (a) Permit representatives At any reasonable time and independent contractors of from time to time as the Administrative Agent and Collateral Agent to visit and inspect Agent, any of its properties, to examine its corporate, financial and operating records, and make copies thereof Fronting Bank or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours any Lender may reasonably request (upon reasonable advance five Business Days’ prior notice delivered to the Lead Borrower; providedBorrower and no more than once a year, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice), permit the Administrative Agent Agent, such Fronting Bank or professionals (including investment bankers, consultants, accountantssuch Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and lawyersvisit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) retained the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any of its Subsidiaries obtained by the Administrative Agent Agent, such Fronting Bank or such Lender pursuant to conduct commercial finance examinations this subsection (d) or subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent’s, such Fronting Bank’s or such ▇▇▇▇▇▇’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such ▇▇▇▇▇▇, as the case may be, to any Person, other evaluations at than the frequency specified belowAdministrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base attorneys and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesaccountants).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense[Reserved].
(b) Upon the request The Loan Parties shall, and shall cause each of their Subsidiaries to, provide Administrative Agent and its agents and one representative of each of the Administrative Agent after Lenders access to the premises of the Loan Parties and their Subsidiaries at any time and from time to time, during normal business hours and with reasonable prior notice, permit notice under the Administrative Agent or professionals (including investment bankers, consultants, accountantscircumstances, and lawyers) retained by at any time after the Administrative Agent to conduct commercial finance examinations occurrence and other evaluations at during the frequency specified belowcontinuance of a Default or Event of Default, including, without limitation, for the purposes of (i) inspecting and verifying the Lead Borrower’s practices in Collateral, (ii) inspecting and copying any and all records pertaining thereto, (iii) conducting field examinations with respect to the computation Collateral, and (iv) discussing the affairs, finances and business of the Borrowing Base Loan Parties and their Subsidiaries with any officer, employee or director thereof or with the Auditors, all of whom are hereby authorized to disclose to Agent and the Lenders all financial statements, work papers, and other information relating to such affairs, finances or business. Borrowers shall reimburse Administrative Agent for the reasonable and documented travel and related expenses of Administrative Agent’s employees or, at Administrative Agent’s option, of such outside accountants or examiners as may be retained by Administrative Agent to verify or inspect Collateral, records or documents of the Loan Parties and their Subsidiaries; provided that, so long as no Default or Event of Default then exists, the number of (i) Collateral inspections and such sight visits that may be conducted shall be limited to two such inspections and visitations, in aggregate, in each calendar year and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such field examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent that may be conducted shall be permitted limited to conduct one field examination in each calendar year (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up increasing to two (2) commercial finance field examinations in during any twelveIncreased Reporting Period during such calendar year and the 12-month period at the Borrowers’ expense; provided further thatimmediately following such Increased Reporting Period), at any time an Event of Default has occurred which such inspections, visitations and is continuing, the Administrative Agent field examination shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Borrower. If Administrative Agent’s own employees are used, Borrowers shall also pay such reasonable per diem allowance as Administrative Agent after may from time to time establish, or, if outside examiners or accountants are used, Borrowers shall also pay Administrative Agent such reasonable prior notice, permit sum as Administrative Agent may be obligated to pay as fees for such services. All such Obligations may be charged to the Loan Account or any other account of Borrowers with Administrative Agent or professionals (including appraisers) retained by the any of its Affiliates. Borrowers hereby authorize Administrative Agent to conduct appraisals of communicate directly with the Collateral, including, without limitation, Loan Party’s certified public accountants to disclose to Administrative Agent any and all financial information regarding the assets included in the Borrowing Base. The Loan Parties shall pay and their Subsidiaries, including matters relating to any audit and copies of any letters, memoranda or other correspondence related to the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoingbusiness, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than financial condition or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense other affairs of the Loan PartiesParties and their Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (DocGo Inc.)
Inspection Rights. (a) Permit (i) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all applicable Requirement of Law shall be made of all material dealings and transactions in relation to its business and activities, (ii) permit representatives and independent contractors of the Administrative Agent and Collateral Agent any Lender to visit and inspect any of its propertiesproperties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, from any of its books and to discuss its affairs, finances records upon reasonable prior notice and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon (provided that such visits shall be coordinated by the Agent), (iii) permit representatives of any Lender to have reasonable advance notice discussions regarding the business, operations, properties and financial and other condition of the Parent, the Borrowers and their respective Restricted Subsidiaries with officers and employees of the Parent, the Borrowers and their respective Restricted Subsidiaries, and (provided that any Lender shall coordinate any request for such discussions through the Agent), (iv) permit representatives of the Agent to have reasonable discussions regarding the Lead Borrowerbusiness, operations, properties and financial and other condition of the Parent, the Borrowers and their respective Restricted Subsidiaries with its independent certified public accountants; providedprovided that a Responsible Officer of the Parent or any Borrower shall be present during such discussion and any such discussions with the Parent’s independent certified public accountants at the Parent’s expense shall, however, that unless except while an Event of Default has occurred and is continuing, only be limited to one visit in meeting per calendar year; provided, however, that when an Event of Default exists the Agent (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours with reasonable prior notice.
(b) Upon the request of the Administrative Agent after reasonable prior written notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified belowinventory appraisals, including, without limitation, of (i) the Lead BorrowerCompany’s practices in the computation of the Combined Borrowing Base and (ii) the assets included in the Combined Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the immediately succeeding sentence, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluationsinventory appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative The Agent shall be permitted to may conduct (A) one (1) commercial finance examination each Fiscal Year and one (1) inventory appraisal in any twelve month period at the Loan PartiesBorrowers’ expense; , provided that, in the event that Excess Availability Percentage is at any time less than 1525% of the Loan Cap for five (5) consecutive Business Daysbusiness days (or during the August Period, in the Administrative event that Excess Availability is less than 10% of the Loan Cap for five (5) consecutive business days) the Agent shall be permitted to conduct up to may undertake two (2) commercial finance examinations and two (2) inventory appraisals in any twelve-twelve month period at the Borrowers’ expense; provided further that, and (B) one (1) additional commercial finance examination and one (1) additional inventory appraisal in any twelve month period as the Agent may require at any time an the expense of the Lenders, and (C) additional commercial finance examinations and inventory appraisals as the Agent may require in its reasonable discretion if a Specified Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesBorrowers.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (YCC Holdings LLC)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties (provided that, unless a Default or Event of Default exists, the Administrative Agent may not conduct or cause to be conducted any intrusive or invasive environmental testing at any of the properties, unless and until prior written authorization for such testing is obtained from Holdings, which authorization shall not unreasonably be withheld), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public or chartered accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and unless a Default or Event of Default then exists, not more frequently than twice in any fiscal year, upon reasonable advance notice to Holdings or the Borrower and permit representatives and independent contractors of each Lender to visit and inspect any of its properties (provided that, unless a Default or Event of Default exists, such Lender may not conduct or cause to be conducted any intrusive or invasive environmental testing at any of the properties, unless and until prior written authorization for such testing is obtained from Holdings, which authorization shall not unreasonably be withheld), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public or chartered accountants, all at the expense of such Lender and at such reasonable times during normal business hours and unless an Event of Default then exists, not more frequently than once in any fiscal year, upon reasonable advance notice to Holdings or the Borrower; provided, however, that, notwithstanding the foregoing, when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice to the Lead Borrower; provided. Notwithstanding anything to the contrary in this Section 6.10, howeverat all times during such visits and inspections, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals any Lender (including investment bankers, consultants, accountants, and lawyersor their respective representatives or contractors) retained must comply with all applicable site regulations as the Borrower or its Subsidiaries or any of their respective officers or employees may require by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation reasonable notice of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiessame.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Postmedia Network Canada Corp.)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours and as often as may be desired, upon reasonable advance notice to the Lead BorrowerCompany; provided, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists the Administrative Agent or any calendar year shall be permitted and such visit shall be Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice. In addition, if as of any date, the Consolidated Leverage Ratio as of the last day of the fiscal quarter immediately preceding such date was greater than 3.25 to 1.0, the Loan Parties’ expense.
Parties shall permit the Administrative Agent (band/or one or more of its Related Parties or contractors) Upon to conduct field exams and appraisals of the request Loan Parties and their respective Subsidiaries, all at the expense of the Company, which such expenses of the Administrative Agent after or any Lender shall be reasonable prior noticeand documented; provided, permit the Administrative Agent or professionals that, no more than one (including investment bankers, consultants, accountants, 1) such field exam and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices appraisal shall be conducted in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesany fiscal year. The Loan Parties shall pay cooperate with the reasonable Administrative Agent (and/or one or more of its Related Parties or contractors) in the completion of such field exams and documented out-of-pocket fees and expenses appraisals; and
(b) each fiscal quarter, to the extent the Consolidated Leverage Ratio as of the last day of the fiscal quarter immediately preceding such date was greater than 3.25 to 1.0, the Company shall, commencing with the fiscal quarter ending July 31, 2019, participate in a telephone conference with the Administrative Agent and the Lenders at such professionals with respect time as may be agreed to such examinations by the Company and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent in order to provide the Administrative Agent and the Lenders with an update on the business operations and financial performance of the Loan Parties and their Subsidiaries; provided, that, the Company shall be permitted have no obligation to conduct participate in more than one (1) commercial finance examination such conference call each Fiscal Year at fiscal quarter. Such telephone conferences shall include management discussion and analysis discussions with performance plans and updates on platform launches and shall provide Lenders with the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted opportunity to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event ask questions of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesmanagement.
(cm) Upon the request Section 8.02(j) of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable Credit Agreement is hereby amended and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it restated in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.entirety to read as follows:
Appears in 1 contract
Inspection Rights. (a) Permit representatives At any reasonable time and independent contractors of from time to time as the Administrative Agent and Collateral Agent to visit and inspect Agent, any of its properties, to examine its corporate, financial and operating records, and make copies thereof Fronting Bank or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours any Lender may reasonably request (upon reasonable advance five Business Days’ prior notice delivered to the Lead Borrower; providedapplicable Borrower and no more than once a year, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice), permit the Administrative Agent Agent, such Fronting Bank or professionals (including investment bankers, consultants, accountantssuch Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and lawyersvisit the properties of, such Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) retained such Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any of its Subsidiaries obtained by the Administrative Agent Agent, such Fronting Bank or such Lender pursuant to conduct commercial finance examinations this subsection (d) or subsection (g) that is not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or 57 such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other evaluations at than the frequency specified belowAdministrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base attorneys and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesaccountants).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent Required Lenders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom and to discuss its affairs, finances and accounts with its directors, officersofficers and independent public accountants (subject to such accountants’ policies and procedures), all at the reasonable expense of the Borrower and Registered Public Accounting Firm at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; providedprovided that (a) excluding any such visits and inspections during the continuation of an Event of Default, however, that unless only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the continuation of an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit time shall be at the Loan Parties’ expense.
Borrower’s expense and (b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time when an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one or the Required Lenders (1or any of their respective representatives) commercial finance examination each Quarterly Accounting Period (and in may do any event no more than four each Fiscal Year) at of the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, foregoing at the expense of the Loan PartiesBorrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.
(cb) Upon the request of (i) From time to time the Administrative Agent after reasonable prior noticemay conduct (or engage third parties to conduct) such field examinations, permit inventory appraisals, verifications and evaluations as the Administrative Agent may deem necessary or professionals appropriate; provided that, the Administrative Agent
(including appraisersa) retained may conduct (x) one field examination, inventory appraisal, verification and evaluation with respect to the Collateral in each 12-month period after the date of this Agreement and (y) one additional field examination, inventory appraisal, verification and evaluation with respect to the Collateral in each consecutive 12-month period after the date Specified Excess Availability shall have been less than the greater of (a) 12.5% of the Line Cap and (b) $46,500,000 for five or more consecutive Business Days, and
(b) may conduct such other field examinations, inventory appraisals, verifications and evaluations as frequently as determined by the Administrative Agent to conduct appraisals in its reasonable discretion upon the occurrence and during the continuance of the Collateralany Specified ABL Event of Default, includingin each case, without limitationin a form, the assets included in the Borrowing Baseand from an Acceptable Appraiser. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of will reasonably cooperate with the Administrative Agent and such professionals with respect to Acceptable Appraiser in the conduct of such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Abl Revolving Credit Agreement (Petco Health & Wellness Company, Inc.)
Inspection Rights. (a) Permit representatives Permit, and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any cause each of its propertiesSubsidiaries to permit, to examine its corporateAdministrative Agent, financial and operating recordsCollateral Agent, and make copies or any agents or representatives thereof at any time and, so long as no Default or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after upon reasonable prior noticenotice during normal business hours, permit the Administrative Agent to examine and make copies of and abstracts from their records and books of account, to visit and inspect their properties, to verify materials, leases, notes, accounts receivable, deposit accounts, other Collateral and other assets of Borrower and its Subsidiaries, to determine whether Borrower and its Subsidiaries have paid all sales, payroll and other taxes or professionals charges of any kind or nature prior to delinquency, to conduct audits, physical counts, valuations (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation valuations of the Borrowing Base businesses of Borrower and (ii) its Subsidiaries), appraisals, environmental assessments or examinations and to discuss their affairs, finances and accounts with any of the assets included in the Borrowing Base and related directors, officers, senior managerial employees, independent accountants or other financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesor managerial consultants. The Loan Parties shall Borrower agrees to pay the reasonable and documented cost of such audits, physical counts, valuations, appraisals, assessments or examinations, but only up to (x) a fee not in excess of $1,500 per day, per auditor, plus actual out-of-pocket fees expenses for each financial audit of Borrower performed by personnel employed by either Agent, and expenses (y) the actual reasonable charges paid or incurred by either Agent if such elects to employ the services of one or more third Persons to perform such audits, physical counts, valuations, appraisals, assessments or examinations; provided, however that Borrower shall have no obligation to reimburse the Agents for (1) audits, physical counts, assessments or examinations which are conducted when a Default or Event of Default is not continuing, solely to the extent that (A) more than four (4) such audits, physical counts, assessments or examinations are conducted during any calendar year, or (B) the aggregate amount of the Administrative actual charges which are paid or incurred by either Agent and such professionals with respect to such audits, physical counts, assessments or examinations exceeds $150,000 during any calendar year, (2) valuations of Borrower's and evaluations. Notwithstanding its Subsidiaries' business which are conducted when a Default or Event of Default is not continuing, solely to the foregoingextent that the aggregate amount of the actual charges which are paid or incurred by either Agent with respect to such business valuations exceeds $50,000 during any calendar year, except as provided in and (3) appraisals of the provisos real property owned by Borrower and its Subsidiaries which are conducted when an Event of Default is not continuing, solely to this sentence, the Administrative Agent shall be permitted to conduct extent that more than one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage such appraisal is at conducted during any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiescalendar year.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (Avado Brands Inc)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours and as often as may be desired, upon reasonable advance notice to the Lead BorrowerCompany; provided, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists the Administrative Agent or any calendar year shall be permitted and such visit shall be Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice. In addition, if as of any date, the Consolidated Leverage Ratio as of the last day of the fiscal quarter immediately preceding such date was greater than 3.25 to 1.0, the Loan Parties’ expense.
Parties shall permit the Administrative Agent (band/or one or more of its Related Parties or contractors) Upon to conduct field exams and appraisals of the request Loan Parties and their respective Subsidiaries, all at the expense of the Company, which such expenses of the Administrative Agent after or any Lender shall be reasonable prior noticeand documented; provided, permit the Administrative Agent or professionals that, no more than one (including investment bankers, consultants, accountants, 1) such field exam and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices appraisal shall be conducted in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesany fiscal year. The Loan Parties shall pay cooperate with the reasonable Administrative Agent (and/or one or more of its Related Parties or contractors) in the completion of such field exams and documented out-of-pocket fees and expenses appraisals; and
(b) each fiscal quarter, to the extent the Consolidated Leverage Ratio as of the last day of the fiscal quarter immediately preceding such date was greater than 3.25 to
1. 0, the Company shall, commencing with the fiscal quarter ending July 31, 2019, participate in a telephone conference with the Administrative Agent and the Lenders at such professionals with respect time as may be agreed to such examinations by the Company and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent in order to provide the Administrative Agent and the Lenders with an update on the business operations and financial performance of the Loan Parties and their Subsidiaries; provided, that, the Company shall be permitted have no obligation to conduct participate in more than one (1) commercial finance examination such conference call each Fiscal Year at fiscal quarter. Such telephone conferences shall include management discussion and analysis discussions with performance plans and updates on platform launches and shall provide Lenders with the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted opportunity to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event ask questions of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesmanagement.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit Each Loan Party will permit any representatives and independent contractors of designated by the Administrative Agent and Collateral Agent each Lender, upon reasonable prior notice and at the expense of the Borrowers, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts condition with its directorsofficers and to examine and make extracts from its books and records, officers, and Registered Public Accounting Firm all at such reasonable times during normal business hours and as may be reasonably requested upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit Borrowers. Nothing contained in any calendar year this Section 5.10(a) shall be permitted and such visit shall be at deemed to limit or modify the Loan Parties’ expenserights of the Administrative Agent under Section 5.10(b) hereof.
(b) Upon Each Loan Party will from time to time upon the request of the Administrative Agent after reasonable prior noticeAgent, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers, examiners and lawyersappraisers) retained by the Administrative Agent Agent, on reasonable prior notice, to conduct Collateral appraisals and commercial finance examinations and other evaluations at the frequency specified belowexaminations, including, without limitation, of (i) the Lead Borrower’s Borrowers’ practices in the computation of the then Borrowing Base Base, and (ii) the assets included in the Borrowing Base and related financial and Collateral information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to all such examinations evaluations, appraisals and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the examinations.
(i) The Administrative Agent shall be permitted to may conduct one (1) commercial finance examination during each Fiscal Year twelve-month period, at the Loan Parties’ expense; provided that, in the event that if Excess Availability Percentage is less than the greater of (x) twenty percent (20.00%) of the Maximum Borrowing Amount or (y) $12,500,000, in each case, at any time less than 15% for five (5) consecutive Business Daysduring such twelve-month period, the Administrative Agent shall be permitted to may conduct up to two (2) commercial finance examinations in during such twelve-month period, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one (1) additional commercial finance examination during any twelve-month period at the Borrowers’ expense; provided further thatexpense of the Lenders, at and (B) after the occurrence and during the continuance of any time an Event of Default has occurred and is continuingDefault, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause such additional commercial finance examinations to be undertaken (i) taken as it the Administrative Agent, in its discretion deems necessary or appropriatereasonable discretion, at its own expense or, determines are appropriate (ii) if required by Laweach, at the expense of the Loan Parties).
(cii) Upon the request The Administrative Agent may conduct one (1) appraisal of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Parties’ Inventory appraisal and one Scripts appraisal in during any twelve-month period at the Loan Parties’ expense; provided that in the event that the that, (A) if Excess Availability Percentage is less than the greater of (x) twenty percent (20.00%) of the Maximum Borrowing Amount or (y) $12,500,000, in each case, at any time less than or equal to 15% for five (5) consecutive Business Daysduring such twelvemonth period, the Administrative Agent shall be permitted to may conduct up to two (2) appraisals of the Loan Parties’ Inventory appraisals and two during such twelve-month period, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (2A) Scripts appraisals may undertake one (1) additional Inventory appraisal in any each twelve-month period at the Borrowers’ expense; provided further that if an sole expense of the Lenders, (B) after the occurrence and during the continuance of any Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingDefault, the Administrative Agent may cause such additional Inventory appraisals to be undertaken (i) taken as it the Administrative Agent, in its discretion deems necessary or appropriatereasonable discretion, at its own expense or, determines are appropriate (ii) if required by Laweach, at the expense of the Loan Parties) and (C) may, at the expense of the Lenders, cause such additional appraisals to be conducted as the Administrative Agent, in its sole discretion, determines appropriate.
(iii) The Administrative Agent may conduct three (3) appraisals of the Loan Parties’ Intellectual Property between the Closing Date and the Maturity Date at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) after the occurrence and during the continuance of any Event of Default, may cause such additional Inventory appraisals to be taken as the Administrative Agent, in its reasonable discretion, determines are appropriate (each, at the expense of the Loan Parties) and (B) may, at the expense of the Lenders, cause such additional appraisals to be conducted as the Administrative Agent, in its sole discretion, determines appropriate.
(c) The Loan Parties shall at all times retain independent certified public accountants that in the commercially reasonable opinion of the Administrative Agent are of national standing and shall instruct such accountants to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the annual audited statements, the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Administrative Agent, subject however, if requested by such accountants, to the execution of an access agreement by the Administrative Agent and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Borrowers shall be given the opportunity to be present all such discussions.
Appears in 1 contract
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the Agent or any Lender, or any agents or representatives thereof or such professionals or other Persons as the Agent may designate at reasonable times, and during normal business hours and upon reasonable prior notice (aexcept that during the continuation of an Event of Default no such notice shall be required) Permit representatives to: (i) examine and independent contractors inspect the books and records of the Administrative Agent Borrowers and Collateral Agent take copies and extracts therefrom; (ii) verify materials, leases, notes, receivables, deposit accounts and other assets of the Borrowers from time to time; (iii) conduct Inventory appraisals of the Borrowers from time to time, all of which shall be at the expense of the Borrowers, provided that so long as no Event of Default shall have occurred and be continuing no more than two such appraisals in any fiscal year of GSTOC shall be at the expense of the Borrowers; (iv) visit and inspect any the properties of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to the Borrowers; (v) discuss its the affairs, finances and accounts of the Borrowers with its any of their respective officers or directors, officers, ; and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice (vi) communicate directly with the Borrowers' independent certified public accountants. The Borrowers shall authorize their independent certified public accountants to disclose to the Lead Borrower; provided, however, that unless an Event Agent or any Lender any and all financial statements and other information of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at kind relating to the Loan Parties’ expense.
(b) Upon Documents and the request Obligations, as the Agent of any Lender reasonably requests from the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, Borrowers and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information which such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals accountants may have with respect to such examinations and evaluations. Notwithstanding the foregoingbusiness, except as provided in the provisos to this sentencefinancial condition, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event results of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary operations or appropriate, at its own expense or, (ii) if required by Law, at the expense other affairs of the Loan PartiesBorrowers or any of their Subsidiaries.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (Gs Technologies Operating Co Inc)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerBorrowers; providedprovided that, however, that unless excluding any such visits and inspections during the continuation of an Event of Default has occurred and is continuingDefault, except as provided below, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation on behalf of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such professionals rights more often than two times during any calendar year and only one (1) such time shall be at the Borrowers’ expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrowers the opportunity to participate in any discussions with respect the Borrowers’ independent public accountants. In addition, the Borrowers will permit the Administrative Agent to conduct, in each case, at the sole cost and expense of the Borrowers, field audits and examinations of receivables and inventory, and appraisals of inventory; provided, that, (a) such field audits and examinations may be conducted not more than once per any twelve-month period and evaluations. Notwithstanding the foregoing(b) such appraisals may be conducted not more than once per any twelve-month period; (except, except as provided in the provisos to this sentencethat, during a Field Examination Trigger Period, the Administrative Agent shall be permitted entitled to conduct one (1) commercial finance an additional field audit and examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in and appraisal during any twelve-month period period, and during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field audits and examinations and appraisals that shall be permitted at the Administrative Agent’s reasonable request and at the Borrowers’ expense; provided further that). Notwithstanding anything to the contrary in this Section 6.10, at none of the Borrowers nor any time an Event of Default has occurred and is continuing, the Administrative Agent Restricted Subsidiary shall be permitted required to conduct one (1) commercial finance disclose, permit the inspection, examination each Quarterly Accounting Period (and in or making copies or abstracts of, or discussion of, any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingdocument, the Administrative Agent may cause additional commercial finance examinations to be undertaken information or other matter that (i) as it in its discretion deems necessary constitutes non-financial trade secrets or appropriate, at its own expense ornon-financial proprietary information, (ii) if required by Law, at the expense in respect of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit which disclosure to the Administrative Agent or professionals any Lender (including appraisersor their respective representatives or contractors) retained is prohibited by the Administrative Agent Law or (iii) is subject to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented outattorney-ofclient or similar privilege or constitutes attorney work-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesproduct.
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Inspection Rights. (a) Permit Subject to Section 9.14 hereof, permit representatives and independent contractors of the Administrative Agent and Collateral Agent (along with representatives of any Lender that wish to attend simultaneously) to visit and inspect any of its propertiesProperties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officersofficers and independent public accountants (at which an authorized legal representative of the Borrowers shall be entitled to be present), and Registered Public Accounting Firm all at such reasonable times the expense of the Lenders (except as set forth herein) during normal business hours upon reasonable advance notice to the Lead BorrowerBorrowers; provided that, so long as no Event of Default exists, the foregoing shall be restricted to two such visits or inspections per consecutive twelve months period, which two instances shall be at the Borrowers’ sole expense, in each case upon request of the Required Lenders or the Administrative Agent and reasonable advance notice to the Borrowers; provided, however, that unless for so long as an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentencecontinues, the Administrative Agent shall be permitted (along with representatives of any Lender that wish to conduct one (1attend simultaneously) commercial finance examination each Fiscal Year may do any of the foregoing at the Loan Parties’ expensesole expense of the Borrowers; provided provided, further, that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations and the Lenders shall be limited to be undertaken (ix) as it in its discretion deems necessary one field examination (which shall include any appraisals or appropriatevaluations) of, at its own expense or, (ii) if required by Law, and at the expense of, the Parent and its Restricted Subsidiaries per consecutive twelve months period to the extent Availability is ten percent (10%) of the Loan Parties.
Maximum Revolver Amount or greater and (cy) Upon two field examinations (which shall include any appraisals or valuations) of, and at the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitationexpense of, the assets included in Parent and its Restricted Subsidiaries per consecutive twelve months period to the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess extent Availability Percentage is at any time less than or equal to 15% for five ten percent (510%) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesMaximum Revolver Amount.
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Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent Required Lenders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom and to discuss its affairs, finances and accounts with its directors, officersofficers and independent public accountants (subject to such accountants’ policies and procedures), all at the reasonable expense of the Borrower and Registered Public Accounting Firm at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; providedprovided that (a) excluding any such visits and inspections during the continuation of an Event of Default, however, that unless only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the continuation of an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit time shall be at the Loan Parties’ expense.
Borrower’s expense and (b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time when an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one or the Required Lenders (1or any of their respective representatives) commercial finance examination each Quarterly Accounting Period (and in may do any event no more than four each Fiscal Year) at of the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, foregoing at the expense of the Loan PartiesBorrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.
(cb) Upon the request of From time to time the Administrative Agent after reasonable prior noticemay conduct (or engage third parties to conduct) such field examinations, permit verifications and evaluations as the Administrative Agent may deem reasonably necessary or professionals appropriate; provided that, the Administrative Agent (including appraisersi) retained may conduct (x) one field examination and one inventory appraisal with respect to the Collateral in each 12-month period after the date of this Agreement and (y) one additional field examination and inventory appraisal with respect to the Collateral in each consecutive 12-month period after the date Specified Excess Availability shall have been less than the greater of (a) 15.0% of the Total Line Cap and (b) $125,000,000142,500,000 for five or more consecutive Business Days, and (ii) may conduct such other field examinations and inventory appraisals as frequently as determined by the Administrative Agent in its reasonable discretion upon the occurrence and during the continuance of any Event of Default, in each case, in a form, and from a third party appraiser or consultant, reasonably satisfactory to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to Agent. All such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentencefield examinations, the Administrative Agent inventory appraisals and other verifications and evaluations shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the sole expense of the Loan Parties, and the Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, (x) may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders and (y) shall promptly distribute copies of any final reports from a third party appraiser or third party consultant delivered in connection with any field exam or appraisal to the Lenders, in each case of clauses (x) and (y), subject to the provisions of Section 11.08 hereof.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm Firm, all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerParent; provided, howeverthat, that unless when an Event of Default has occurred and is continuing, only one visit in exists Lender (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours and without advance notice.
(b) Upon the request of the Administrative Agent Lender after reasonable prior notice, permit the Administrative Agent Lender or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent Lender to conduct commercial finance field examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base Loan Parties’ business plan and (ii) the assets included in the Borrowing Base and related financial information such ascash flows. So long as there are no Loans outstanding hereunder at any time during any Fiscal Year, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall not be obligated to pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent Lender and such professionals with respect to such examinations and evaluationsevaluations during such Fiscal Year. Notwithstanding If, however, there are any Loans outstanding hereunder at any time during any Fiscal Year, then the foregoingLoan Parties acknowledge that Lender may, except as provided in the provisos to this sentenceits discretion, the Administrative Agent shall be permitted to conduct undertake one (1) commercial finance field examination each during such Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent Lender may cause additional commercial finance field examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties. Borrowers shall be in compliance with the requirements of this provision to the extent that Borrowers or the Administrative Agent (as defined in the ABL Credit Agreement) deliver to Lender a copy of any field examinations or other evaluations conducted pursuant to the corresponding provision of the ABL Credit Agreement, and Borrowers shall not be required to pay for separate field examinations or other evaluations under this Agreement and the ABL Credit Agreement.
(c) Upon the request of the Administrative Agent Lender after reasonable prior notice, permit the Administrative Agent Lender or professionals (including appraisers) retained by the Administrative Agent Lender to conduct appraisals of the Collateral. So long as there are no Loans outstanding hereunder at any time during any Fiscal Year, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall not be obligated to pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent Lender and such professionals with respect to such appraisalsappraisals during such Fiscal Year. Notwithstanding If, however, there are any Loans outstanding hereunder at any time during any Fiscal Year, then the foregoingLoan Parties acknowledge that Lender may, except as provided in the provisos to this sentenceits discretion, the Administrative Agent shall be permitted to conduct up to undertake one Inventory (1) appraisal and one Scripts appraisal in any twelve-month period during such Fiscal Year at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent Lender may cause additional appraisals to be undertaken (i1) as it in its discretion deems necessary or appropriate, at its own expense or, (ii2) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties. Borrowers shall be in compliance with the requirements of this provision to the extent that Borrowers or the Administrative Agent (as defined in the ABL Credit Agreement) deliver to Lender a copy of any appraisals conducted pursuant to the corresponding provision of the ABL Credit Agreement, and Borrowers shall not be required to pay for separate appraisals under this Agreement and the ABL Credit Agreement.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its propertiesProperties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts Accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerBorrowers; provided, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists Agent or any calendar year shall be permitted and such visit shall be Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the Loan Parties’ expense.
(b) Upon the request expense of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is Borrowers at any time less than 15% for five (5) consecutive Business Daysduring normal business hours and without advance notice. The Obligors agree that Agent, and its representatives, may conduct an annual audit of the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawCollateral, at the expense of the Loan PartiesObligors. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. To the extent any inspection result, appraisal or report is shared by Agent or a Lender with any Obligor, such Obligor shall not be entitled to rely upon it.
(cb) Upon Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to four times per Loan Year; and (ii) appraisals of Inventory up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to the request foregoing, Borrowers shall pay Agent’s standard charges ($850 per day as of the Administrative Agent after reasonable prior notice, permit the Administrative Closing Date) for each day that an employee of Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateralits Affiliates is engaged in any examination activities, including, without limitation, the assets included in the Borrowing Base. The Loan Parties and shall pay the reasonable and documented out-of-pocket fees and expenses standard charges of the Administrative Agent and such professionals with respect Agent’s internal appraisal group. This Section shall not be construed to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted limit Agent’s right to conduct up examinations or to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is obtain appraisals at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriatediscretion, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesnor to use third parties for such purposes.
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Inspection Rights. (a) Permit Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at any time and independent contractors from time to time during normal business hours and, so long as no Default or Event of Default shall have occurred and be continuing, upon reasonable advance notice to the Borrower, at the expense of the Administrative Agent Borrower, to examine and Collateral Agent make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments (and, (i) if an Event of Default shall have occurred and operating recordsbe continuing and if requested by the Collateral Agent based upon the results of any such Phase I Environmental Site Assessment, or (ii) in the event a Governmental Authority so orders and make copies thereof the Borrower does not timely respond, a Phase II Environmental Site Assessment of any real property owned by the Borrower), field examinations, or abstracts therefrom, enterprise valuations and to discuss its affairs, finances and accounts with any of its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice managerial employees, independent accountants or any of its other representatives; provided that the Borrower shall be given the opportunity to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit be present in any calendar year discussions with the Borrower's independent accountants. The Borrower shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of pay (i) $1,500 per day per examiner plus the Lead Borrower’s practices examiner's out-of-pocket costs and reasonable expenses incurred in the computation of the Borrowing Base connection with all such visits, audits, inspections, valuations, and field examinations, and (ii) the assets included in the Borrowing Base cost of all audits, appraisals and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses business valuations (including enterprise valuation appraisals) conducted by third party auditors or appraisers on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expenseAgents; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an so long as no Default or Event of Default has shall have occurred and is be continuing, the Administrative Agent Borrower shall not be permitted obligated to conduct one (1) commercial finance examination each Quarterly Accounting Period (pay for more than 3 such audits and 1 such business or enterprise valuation in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Financing Agreement (PRG Schultz International Inc)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral any Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm Firm, all at the expense of the Loan Parties (such expenses to be reasonable) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that unless (i) so long as no Event of Default shall have occurred and be continuing, the Loan Parties shall not be obligated for expenses in connection with more than one (1) visit per Fiscal Year and (ii) when an Event of Default has occurred and is continuing, only one visit in the Agents (or any calendar year shall be permitted of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and such visit shall be at without advance notice. At any time that a Default exists or during the continuance of any Cash Dominion Event, permit the Agents or their professionals (including investment bankers, consultants, accountants, and lawyers) retained by them to conduct evaluations of the Loan Parties’ expensebusiness plan, forecasts and cash flows.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent to conduct appraisals (including, without limitation, real estate appraisals), commercial finance examinations and other evaluations at evaluations. Subject to the frequency specified belowfollowing sentences, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and Agents and/or such professionals with respect to such examinations evaluations and evaluationsappraisals. Notwithstanding Subject to the foregoingABL Inventory Control Provision, except as provided in the provisos to this sentence, Loan Parties acknowledge that the Administrative Agent shall be permitted may, in its discretion, undertake up to conduct one (1) inventory appraisal and one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that. Subject to the ABL Inventory Control Provision, in notwithstanding anything to the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingcontrary contained herein, the Administrative Agent may cause additional inventory appraisals and commercial finance examinations to be undertaken (ix) as it in its discretion deems necessary or appropriate, at its own expense, or (y) at the expense orof the Loan Parties, (iiA) if at any time required by applicable Law, (B) up to two (2) inventory appraisals and two (2) commercial finance examinations each Fiscal Year, in any Fiscal Year when Excess Availability is at any time during such Fiscal Year greater than or equal an amount equal to 20% of the then applicable Borrowing Base and less than an amount equal to 50% of the then applicable Borrowing Base, and (C) up to three (3) inventory appraisals and three (3) commercial finance examinations each Fiscal Year, in any Fiscal Year when Excess Availability is at any time during such Fiscal Year less than an amount equal to 20% of the then applicable Borrowing Base, or an Event of Default shall have occurred. Without limiting the foregoing, the Loan Parties acknowledge and agree that the Administrative Agent may, in its sole discretion, at the Loan Parties’ expense, undertake, with respect to any Material Owned Real Estate, up to one (1) real estate appraisal each eighteen (18) month period and undertake additional real estate appraisals at any time and from time to time following the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Administrative Agent may cause additional real estate appraisals to be undertaken (y) at its discretion at its own expense or (z) at the expense of the Loan Parties at any time required by applicable Law.
(c) [intentionally omitted].
(d) Permit Administrative Agent, from time to time, to engage a geohydrologist, an independent engineer or other qualified consultant or expert, reasonably acceptable to Administrative Agent, at the expense of the Loan Parties.
(c) Upon , to undertake Phase I environmental site assessments during the request term of this Agreement of the Administrative Agent after reasonable prior noticeMaterial Owned Real Estate, permit provided that such assessments may only be undertaken (i) during the Administrative Agent continuance of an Event of Default, (ii) if a Loan Party receives any notice or professionals obtains knowledge of (including appraisersA) retained by any potential or known release of any Hazardous Materials at or from any Material Owned Real Estate, notification of which must be given to any Governmental Authority under any Environmental Law, or notification of which has, in fact, been given to any Governmental Authority, or (B) any complaint, order, citation or notice with regard to air emissions, water discharges, or any other environmental health or safety matter affecting any Loan Party or any Material Owned Real Estate from any Person (including, without limitation, the Administrative Agent to conduct appraisals Environmental Protection Agency). Environmental assessments may include detailed visual inspections of the CollateralMaterial Owned Real Estate, including, without limitation, any and all storage areas, storage tanks, drains, dry ▇▇▇▇▇ and leaching areas, and the assets included in taking of soil samples, surface water samples and ground water samples, as well as such other investigations or analyses as are reasonably necessary for a determination of the Borrowing Basecompliance of the Material Owned Real Estate and the use and operation thereof with all applicable Environmental Laws. The Loan Parties shall pay the reasonable Borrowers will, and documented out-of-pocket fees and expenses will cause each of the their Subsidiaries to, cooperate in all respects with Administrative Agent and such professionals with respect third parties to enable such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal assessment and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals evaluation to be undertaken (i) as it timely completed in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesa manner reasonably satisfactory to Administrative Agent.
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Inspection Rights. (a) Permit representatives The Borrower will permit the Administrative Agent (including, without limitation, the Administrative Agent’s employees, agents and independent contractors designated representatives) and, if reasonably requested by any Lender, each such Lender (at each such Lender’s expense and only in connection with an examination or appraisal by the Administrative Agent) to conduct, and will reimburse the Administrative Agent for all charges, costs and expenses of the Administrative Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as Agent deems appropriate; and (ii) appraisals of Inventory; and (ii) appraisals of real estate, provided, that the Borrower shall not be obligated to visit pay the charges, costs and inspect expenses of the Administrative Agent in connection with more than one examination, onetwo examinations and two Inventory appraisal and one real estate appraisalappraisals during any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrowercalendar year; provided, however, that unless (x) if an Inspection Trigger Event has occurred, the Borrower shall reimburse the Administrative Agent for one additional examination, and Inventory appraisal and real estate appraisal during the twelve (12) month period following such Inspection Trigger Event, all charges, costs and expenses relating thereto shall be reimbursed by the Borrowers and (y) additional examinations or appraisals may be initiated at any time during a Default or Event of Default has occurred and is continuingall charges, only one visit in any calendar year costs and expenses relating thereto shall be permitted and reimbursed by Borrowers without regard to such visit shall be at the Loan Parties’ expenselimits.
(b) Upon In addition, after the request of the Administrative Agent after reasonable prior noticeConsolidated Fixed Charge Coverage Ratio Stabilization Date, permit the Administrative Agent so long as no Default or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing and the Loan Parties would be in compliance with Section 7.11(b) on a Pro Forma Basis, the Borrower may request that the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingincluding, without limitation, the Administrative Agent’s employees, agents and designated representatives) conduct, and will reimburse the Administrative Agent for all charges, costs and expenses of the Administrative Agent in connection with, an updated appraisal of Equipment constituting Eligible Machinery and Equipment; provided, that only one such request may cause additional appraisals be made prior to the Maturity Date. If such Equipment appraisal, together with customary due diligence delivered by the Borrower to the Administrative Agent in connection with such appraisal, shall be undertaken (i) as it acceptable to the Administrative Agent in its discretion deems necessary Permitted Discretion, then the M&E Sublimit may be updated to reflect the results of such appraisal and thereafter shall amortize quarterly on a seven-year straight-line basis. The Borrower agrees to pay Agent’s then standard charges for examination activities, including charges for the Administrative Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.
(c) The Administrative Agent shall have no duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or appropriatereport with the Borrower. The Borrower acknowledges that all inspections, at its own expense orappraisals and reports are prepared by the Administrative Agent for it and the Lenders for their purposes, (ii) if required by Law, at and the expense of the Loan PartiesBorrower shall not be entitled to rely upon them.
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Inspection Rights. (a) Permit representatives The Borrower will permit the Administrative Agent (including, without limitation, the Administrative Agent’s employees, agents, and independent contractors designated representatives) and, if reasonably requested by any Lender, each such Lender (at each such Lender’s expense and only in connection with an examination or appraisal by the Administrative Agent) to conduct, and will reimburse the Administrative Agent for all charges, costs and expenses of the Administrative Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as Agent to visit and inspect any deems appropriate, (ii) appraisals of its propertiesInventory, to examine its corporate, financial and operating records(iii) Real Property Appraisals, and make copies thereof or abstracts therefrom(iv) appraisals of Equipment constituting Eligible Machinery and Equipment; provided, that, after the Second Amendment Effective Date, the Borrower shall not be obligated to pay the charges, costs and to discuss its affairsexpenses of the Administrative Agent in connection with more than two (2) examinations, finances two (2) Inventory appraisals, one Equipment appraisal and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times one Real Property Appraisal during normal business hours upon reasonable advance notice to the Lead Borrowerany calendar year; provided, however, that unless (x) if an Inspection Trigger Event has occurred, the Borrower shall reimburserequested by the Administrative Agent in its sole discretion after the Second Amendment Effective Date, the Borrower shall permit the Administrative Agent for all charges, costs and expenses with respect to(including, without limitation, the Administrative Agent’s employees, agents and designated representatives) and, if reasonably requested by any Lender, each such Lender (at each such Lender’s expense and only in connection with an examination or appraisal by the Administrative Agent) to conduct one additional examination, or appraisal by the Administrative Agent) to conduct one additional examination and Inventory appraisal, Equipment appraisal and Real Property Appraisal during the twelve (12) month period following such Inspection Trigger Eventany calendar year, and (y) additional examinations or appraisals may be initiated at any time during a Default or Event of Default has occurred and is continuingall charges, only one visit in any calendar year costs and expenses relating thereto shall be reimbursed by Borrowers without regard to such limits. Notwithstanding the foregoing, provided that the ABL Agent is conducting all commercial examinations and Inventory appraisals permitted under the ABL Credit Agreement as in effect on the Closing Date and such visit providing the Administrative Agent with the results of the same in the manner required by the Intercreditor Agreement, the Administrative Agent shall not exercise its right to conduct and be at the Loan Parties’ expensereimbursed for separate commercial field examinations and Inventory appraisals under this Section 6.10(a).
(b) Upon In connection with any entry into the Real Property Collateral, and upon reasonable request in writing (electronic mail deemed an acceptable form of the request with respect to this Section 6.10(b)) and, so long as no Default exists or is continuing, reasonable advance written notice from Administrative Agent after reasonable prior noticeand/or Agent’s representatives, permit the Borrower shall accord Administrative Agent and such representatives access during the Borrower’s normal business hours to inspect the Real Property and all books and records relating to the use, operation, construction, or professionals (including investment bankersmanagement thereof, consultants, accountantssubject in each case to the rights of tenants under written leases, and lawyersin connection with such access, will permit Administrative Agent and such representatives to conduct appraisals, to conduct environmental site assessments of every nature including without limitation sub-soil testing and/or examination, verify any information contained therein or relating thereto, and verify the Borrower’s compliance with the provisions of this Agreement, the applicable Mortgage or of any other agreement between the Borrower and Administrative Agent, any Loan Documents and any instrument to be furnished by the Borrower to Administrative Agent, in each case relating to the Term Loans.
(c) retained The Administrative Agent shall have no duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower. The Borrower acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent for it and the Lenders for their purposes, and the Borrower shall not be entitled to conduct commercial finance examinations rely upon them.
(d) No Term Loan Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business unless and other evaluations at the frequency specified below, including, without limitation, of until (i) the Lead Borrower’s practices Collateral Agent has completed a review of such assets (which the Collateral Agent shall do within a commercially reasonable period following a written request from the Borrower for the same), the results of which shall be satisfactory to Collateral Agent in the computation of the Borrowing Base its Permitted Discretion, and (ii) the assets included Borrower has reimbursed the Collateral Agent for all charges, costs and expenses in the Borrowing Base and related financial information connection with such as, but not limited review (without regard to, salesor counting against, gross marginsany limitations on expense reimbursement or the number of examinations or appraisals that may be conducted during any period, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided contained in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one clause (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense ora), (iib) if required by Law, at the expense of the Loan Parties.
or (c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection).
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Inspection Rights. (a) Permit representatives and independent contractors of the Administrative each Agent and Collateral Agent each Lender to (a) visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, (b) to conduct audits of accounts and appraisals of Inventory, Equipment and real estate and (c) to discuss its affairs, finances and accounts with its directors, officers, and, subject to prior notice to the Borrower Agent and Registered Public Accounting Firm affording a reasonable opportunity for the applicable Borrower to have its representatives participate therein, its independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably requested, upon reasonable advance notice to the Lead BorrowerBorrower Agent; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except so long as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing and the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingCash Dominion Trigger has not occurred, the Administrative Agent may cause additional appraisals to be undertaken (i) as it the Borrowers shall not be obligated to pay for more than one such inspection, appraisal and discussion under each of (a) through (c) above in its discretion deems necessary any calendar year or appropriate, at its own expense or, more than two audits or field exams under clause (b) above in any calendar year and (ii) if required by Law, when an Event of Default exists or the Cash Dominion Trigger has occurred any Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Loan PartiesBorrowers at any time during normal business hours and without advance notice. Subject to the foregoing, Borrowers shall pay Administrative Agent's then standard charges (which shall not exceed $60,000 per audit) for each day that an employee of Administrative Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Administrative Agent's internal appraisal group (which shall not exceed $___________ per day). If any materials to be reviewed by any Agent or any Lender in connection with any such inspection are protected by attorney-client privilege, such Agent or such Lender will endeavor to cooperate with the Borrowers to review such information in a manner designed to preserve such privilege to the extent practicable.
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Inspection Rights. Subject to Section 20, the Company will, and will cause each of its Restricted Subsidiaries to, permit representatives of each holder of Notes:
(a) Permit representatives No Default -- if no Default or Event of Default then exists, at the expense of such holder and independent contractors upon reasonable advance notice to a Responsible Officer of the Administrative Agent Company or such Guarantor (if any), as the case may be, to visit the principal executive office of the Company, to examine its corporate, financial and Collateral Agent operating records, and to discuss its affairs, finances and accounts with its officers and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, all at such reasonable times during normal business hours as may be reasonably desired; provided, however, that (x) the holders of Notes shall use reasonable efforts to coordinate with each other in order to minimize the number of such inspections and discussions; and (y) with respect to access for environmental inspections, the holders of Notes shall only have the right to inspect once every twelve months unless a holder of Notes has reason to believe that a condition exists or an event has occurred which reasonably could give rise to liability under the Environmental Laws; and
(b) Default -- if a Default or Event of Default then exists, at the expense of the Company and without advance notice, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromthereform, and to discuss its affairs, finances and accounts with its directors, officers, officers and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to (with the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request consent of the Administrative Agent after reasonable prior noticeCompany, permit the Administrative Agent or professionals (including investment bankers, consultants, which consent will not be unreasonably withheld) independent public accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesduring normal business hours.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
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Inspection Rights. (a) Permit Guarantor will, and will cause each of its Subsidiaries to, permit any authorized representatives and independent contractors of the Administrative designated by Lessor, Agent and Collateral Agent or any Participant to visit and inspect any of its properties, to examine its corporate, and their financial and operating recordsaccounting records (to the extent reasonably requested by Lessor, and make copies thereof Agent or abstracts therefromany Participant), and to discuss its and their affairs, finances and accounts with its directorsand their Responsible Officers (provided, officersGuarantor may, and Registered Public Accounting Firm if it so chooses, be present at or participate in any such discussion), all upon reasonable prior written notice to the chief financial officer, treasurer or the vice president of finance of Guarantor, at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrowerand as often as may reasonably be requested; provided, however, that unless an Event the Participants shall use their reasonable efforts to coordinate with Lessor and Agent in order to minimize the number of Default has occurred such inspections and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountantsdiscussions, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an absent the occurrence and continuance of a Guarantee Event of Default has occurred and is continuingDefault, the Administrative Agent such inspections shall not be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no conducted [*] INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. more frequently than four each Fiscal Year) at the Borrowers’ expenseonce per fiscal year. Notwithstanding the foregoingGuarantor will, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon upon the request of the Administrative Agent after reasonable prior noticeLessor, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals Required Participants, participate in a meeting of the CollateralLessor, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and the Participants once during each fiscal year to be held at Guarantor's corporate offices (or at such professionals with respect other location as may be agreed to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal by Guarantor and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal YearAgent) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent such time as may cause additional appraisals be agreed to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesGuarantor and Agent.
Appears in 1 contract
Sources: Guarantee (Sandisk Corp)
Inspection Rights. (a) Permit At any reasonable time and from time to time, upon reasonable advance notice, each Loan Party shall, and shall cause each of its Subsidiaries or Affiliates, as applicable, to, permit representatives and independent contractors of the Administrative Agent and each Lender (i) to examine, inspect, review, evaluate and make physical verifications of the Collateral in any manner and through any medium that Administrative Agent or such Lender considers advisable, (ii) to visit and inspect any of its propertiesProperties, (iii) to examine its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom, therefrom and (iv) to discuss its affairs, finances business, operations, financial condition and accounts with its directors, officers, employees, and Registered Public Accounting Firm independent certified public accountants, all at the sole cost and expense of Borrower and at such reasonable times during normal business hours upon reasonable advance notice and as often as may be reasonably requested, in each case other than for the purpose of performing Inventory appraisals or field exams, which are addressed in clauses (b) and (c) of this Section 6.6; provided that, other than with respect to such visits and inspections during the Lead Borrowercontinuance of an Event of Default, (i) only Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.6(a) and (ii) Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year; provided, howeverfurther, that unless when an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the exists Administrative Agent or professionals any Lender (including investment bankers, consultants, accountants, and lawyersor any of their respective representatives or independent contractors) retained by may do any of the Administrative Agent to conduct commercial finance examinations and other evaluations foregoing under this Section at the frequency specified below, including, sole cost and expense of Borrower and at any time during normal business hours and without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesadvance notice. The Loan Parties shall pay the reasonable Borrower acknowledges that all inspections, appraisals and documented out-of-pocket fees and expenses of the reports are prepared by Administrative Agent and such professionals with respect the Lenders (or their agents, representatives or professionals) for their purposes, and the Borrower shall not be entitled to such examinations rely upon them and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted have no obligation to conduct one (1) commercial finance share any results of any inspection, appraisal or other report with the Borrower or any other Loan Party. In connection with any field examination each Fiscal Year at the Loan Parties’ expense; provided thator inspection with respect to Eligible Inventory, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations provided information maintained in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted applicable Warehouse Operating System to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) such extent as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required determined by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals be adequate to confirm compliance with respect to such appraisals. Notwithstanding the foregoing, except as provided requirements set forth in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 6.16.
Appears in 1 contract
Sources: Credit Agreement (Sunnova Energy International Inc.)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating recordsThe Borrower shall, and make copies thereof or abstracts therefromshall cause each Permitted Subsidiary to, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such any reasonable times time during normal business hours and upon reasonable advance prior written notice, from time to time permit the Lenders, the Agent or any agent or representative thereof to (i) visit and inspect the properties of the Borrower and each Permitted Subsidiary and discuss the affairs, finances, assets and accounts of the Borrower and each Permitted Subsidiary with any of the officers, directors or other representatives of the Borrower or any Permitted Subsidiary and (ii) discuss the affairs, finances, assets and accounts of the Borrower with its independent certified public accountants (provided that the Agent and the Lenders shall give the Borrower reasonable prior notice and the opportunity to participate in any discussions with ▇▇▇▇▇▇▇▇’s independent accountants or any other non-employees), and to examine and make copies of and abstracts from their records and books of account, all at the Lead expense of the Borrower; provided, however, that (1) unless an Event of Default has occurred and is continuingin existence, only one visit the Borrower shall have no obligation to pay for inspections conducted under this paragraph (g) in any excess of twice per calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountantsyear, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at during the Borrowers’ expense; provided further that, at any time existence of an Event of Default has occurred and is continuingDefault, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingLenders, the Administrative Agent or any agent or representative thereof may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, do any of the foregoing at the expense of the Loan Parties.
(c) Upon the Borrower at any time during normal business hours and without advance notice. In addition, upon request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals the Lenders, the Borrower will conduct a meeting (including appraiserswhich may be held telephonically) retained with the Agent and the Lenders at a time and place to be reasonably agreed to discuss the most recently reported financial results and the financial condition of the Borrower and its Permitted Subsidiaries and any other matters reasonably requested to be discussed by the Administrative Agent to conduct appraisals or the Lenders, at which meeting there shall be present a responsible financial officer and such other officers of the Collateral, including, without limitation, Borrower and the assets included in Permitted Subsidiaries as may be reasonably requested to attend by the Borrowing Base. The Loan Parties shall pay Agent or the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesLenders.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its propertiesProperties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts Accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerBorrowers; provided, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists Agent or any calendar year shall be permitted and such visit shall be Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the Loan Parties’ expense.
(b) Upon the request expense of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is Borrowers at any time less than 15% for five (5) consecutive Business Daysduring normal business hours and without advance notice. The Obligors agree that Agent, and its representatives, may conduct an annual audit of the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawCollateral, at the expense of the Loan PartiesObligors. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. To the extent any inspection result, appraisal or report is shared by Agent or a Lender with any Obligor, such Obligor shall not be entitled to rely upon it.
(cb) Upon Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to four times per Loan Year; and (ii) appraisals of Inventory up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to the request foregoing, Borrowers shall pay Agent’s standard charges ($950 per day as of the Administrative Agent after reasonable prior notice, permit the Administrative Amendment No. 6 Effective Date) for each day that an employee of Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateralits Affiliates is engaged in any examination activities, including, without limitation, the assets included in the Borrowing Base. The Loan Parties and shall pay the reasonable and documented out-of-pocket fees and expenses standard charges of the Administrative Agent and such professionals with respect Agent’s internal appraisal group. This Section shall not be construed to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted limit Agent’s right to conduct up examinations or to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is obtain appraisals at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriatediscretion, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesnor to use third parties for such purposes.
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent Collateral Agent, or an independent third-party examiner acceptable to the Collateral Agent, at least once a calendar year to conduct a field examination and Collateral Agent to visit and inspect any of its the Loan Parties’ properties, to examine its and their [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (subject to the limitation set forth in clause (b) below), and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerLoan Parties; provided, however, subject to clause (c) below, prior to an Event of Default, the Collateral Agent shall not conduct more than one such inspection (including a field examination) during any calendar year; and provided, further, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists the Collateral Agent (or any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(bof its representatives or independent third-party examiners) Upon the request may do any of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice.
(b) Each inspection shall include a review of the Loan Parties’ books and records and other documentation to such extent as determined by the Collateral Agent to be adequate to confirm contract compliance, Tranching criteria for Projects, Project Back-Log eligibility, Available Take-Out eligibility and other information requested by the Collateral Agent. In connection with any field examination or inspection with respect to Eligible Inventory, the Collateral Agent shall be provided information maintained in any applicable Warehouse Operating System to such extent as determined by the Collateral Agent to be adequate to confirm compliance with respect to the requirements set forth in Section 6.14(e). Any inspection of the Material Contracts or any other agreement affiliated with a Permitted Asset Financing Transaction shall be limited to review by the counsel of the Administrative Agent and the Collateral Agent. Such Material Contracts will not be copied, sent by mail, fax, e-mail or any other transmission, or distributed to any Lender or its counsel without the express written consent of the Borrower.
(c) Upon Subject to the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals second proviso in clause (including appraisersa) retained by the Administrative Agent above and in addition to conduct appraisals of the Collateral, including, without limitationany field examinations, the assets included Collateral Agent may (and at the direction of a Lender shall) conduct an additional inspection during any calendar year beyond the inspection set forth in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except first proviso in clause (a) above so long as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) the results of such inspection will not result in the exercise of the Collateral Agent’s discretion as it set forth in its discretion deems necessary or appropriate, at its own expense orSections 2.01(b), (ii) if required by Law, such inspection shall be at the cost and expense of Lenders if at the Loan Partiestime of such inspection no Event of Default exists, and (iii) the Collateral Agent designates such inspection as an “Additional Inspection”.
Appears in 1 contract
Sources: Credit Agreement (Sunrun Inc.)
Inspection Rights. (ai) Permit Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all applicable Requirement of Law shall be made of all material dealings and transactions in relation to its business and activities, (ii) permit representatives and independent contractors of the Administrative Agent and Collateral Agent any Lender to visit and inspect any of its propertiesproperties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, from any of its books and to discuss its affairs, finances records upon reasonable prior notice and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon (provided that such visits shall be coordinated by the Agent), (iii) permit representatives of any Lender to have reasonable advance notice discussions regarding the business, operations, properties and financial and other condition of the Parent, Holdings, the Borrower and its Restricted Subsidiaries with officers and employees of the Parent, Holdings, the Borrower and its Restricted Subsidiaries (provided that any Lender shall coordinate any request for such discussions through the Agent), and (iv) permit representatives of the Agent to have reasonable discussions regarding the Lead Borrowerbusiness, operations, properties and financial and other condition of the Parent, Holdings, the Borrower and its Restricted Subsidiaries with its independent certified public accountants; providedprovided that a Responsible Officer of the Parent or the Borrower shall be present during such discussion and any such discussions with the Parent’s independent certified public accountants at the Parent’s expense shall, however, that unless except while an Event of Default has occurred and is continuing, only be limited to one visit in meeting per calendar year; provided, however, that when an Event of Default exists the Agent (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours with reasonable prior notice.
(b) Upon the request of the Administrative Agent after reasonable prior written notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified belowinventory appraisals, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the immediately succeeding sentence, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluationsinventory appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative The Agent shall be permitted to may conduct (A) one (1) commercial finance examination each Fiscal Year and one (1) inventory appraisal in any twelve month period at the Loan Parties’ Borrower’s expense; , provided that, in the event that Excess Availability Percentage is that, at any time of determination, Excess Availability is less than 15the greater of (i) 20% of the Loan Cap in effect at such time and (ii) $15,000,000 for five three (53) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to may undertake two (2) commercial finance examinations and two (2) inventory appraisals in any twelve-twelve month period, at the Borrower’s expense, (B) one additional commercial finance examination and one additional inventory appraisal in the twelve month period immediately following the Closing Date, at the Borrowers’ Borrower’s expense; provided further that, at any time an and (C) additional commercial -105- finance examinations and inventory appraisals as the Agent may require in its reasonable discretion if a Specified Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesBorrower.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of and advisors to the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; providedFirm, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersother Lender Service Parties) retained by the Administrative Agent to conduct commercial finance examinations evaluations of the Business Plan, forecasts and cash flows, and the Borrower’s inventory and key performance indicators affecting the net orderly liquidation value of such inventory all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when a Default or Event of Default exists, the Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice.
(b) Upon the request of the Agent after reasonable prior notice, permit the Agent or professionals (including investment bankers, consultants, accountants, lawyers and other evaluations at Lender Service Parties) retained by the frequency specified belowAgent to conduct field exams, quality of earnings, and other evaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and Base, (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, and (iii) the Business Plan. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluationsevaluations and acknowledge that such professionals may be Affiliates of the Agent. Notwithstanding Without limiting the foregoing, except as provided the Loan Parties acknowledge that the Agent may, in the provisos its Permitted Discretion, undertake (i) up to this sentence, the Administrative Agent shall be permitted to conduct one two (12) commercial finance examination field exams each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five and (5ii) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two such additional field exams (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (ix) as it in its discretion deems necessary or appropriate, at its own expense or, or (iiy) if required by Lawa Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing BaseBase and the Mortgaged Property. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding Without limiting the foregoing, except as provided the Loan Parties acknowledge that the Agent may, in the provisos to this sentenceits Permitted Discretion, the Administrative Agent shall be permitted to conduct undertake (i) up to one (i) two (2) Inventory appraisal and one Scripts appraisal in any twelve-month period appraisals each Fiscal Year at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five , (5ii) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2i) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory Intellectual Property appraisal and each Fiscal Year at the Loan Parties’ expense, (iii) up to one (1) Scripts real estate appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) Year at the BorrowersLoan Parties’ expense. Notwithstanding expense on the foregoingMortgaged Property and (iv) such additional Inventory, the Administrative Agent may cause additional Intellectual Property appraisals to be undertaken and real estate appraisals (ix) as it in its discretion deems necessary or appropriate, at its own expense or, or (iiy) if required by Lawa Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
(d) For the avoidance of doubt, field exams and appraisals which were completed prior to the Closing Date or which are undertaken by the Agent pursuant to clause (l) of the definition of Eligible Inventory or any other provision of this Credit Agreement (other than clauses (b) and (c) of this Section 6.10) shall not be included in the determination of whether field exams and appraisals may be undertaken by the Agent at the Loan Parties’ expense pursuant to clauses (b) and (c) of this Section 6.10.
(e) Upon the request of the Agent after reasonable prior notice, deliver completed (or, if applicable, updated) background checks on any of the Loan Parties’ officers, directors, employees or agents, from a service or source, and in form and with such detail as may be, reasonably satisfactory to the Agent.
(f) With respect to any Mortgaged Property, permit the Agent to engage a geohydrologist, an independent engineer or other qualified consultant or expert, acceptable to the Agent in its Permitted Discretion, at the expense of the Loan Parties, to undertake Phase I environmental site assessments during the term of this Agreement of such Mortgaged Property, provided that such assessments may only be undertaken (i) during the continuance of an Event of Default, and (ii) if a Loan Party receives any notice or obtains knowledge of (A) any potential or known release of any Hazardous Materials at or from any such Mortgaged Property, notification of which must be given to any Governmental Authority under any Environmental Law, or notification of which has, in fact, been given to any Governmental Authority, or (B) any complaint, order, citation or notice with regard to air emissions, water discharges, or any other environmental health or safety matter affecting any Loan Party or any such Mortgaged Property from any Person (including, without limitation, the Environmental Protection Agency). Environmental assessments may include detailed visual inspections of the Mortgaged Property, including, without limitation, any and all storage areas, storage tanks, drains, dry ▇▇▇▇▇ and leaching areas, and the taking of soil samples, surface water samples and ground water samples, as well as such other investigations or analyses as are reasonably necessary for a determination of the compliance of the Mortgaged Property and the use and operation thereof with all applicable Environmental Laws. The Borrower will, and will cause each of its Subsidiaries to, cooperate in all respects with the Agent and such third parties to enable such assessment and evaluation to be timely completed in a manner reasonably satisfactory to the Agent.
(g) Upon the request of the Agent after reasonable prior notice, use commercially reasonable efforts to assist Second Avenue and any other Second Avenue Entity (and any of their lending or funding sources) in obtaining ratings for the credit facilities provided for herein from one or more national rating agencies. Without limiting the foregoing, senior management members of the Loan Parties shall attend or host one or more meetings with such rating agencies and Second Avenue upon reasonable prior notice.
(h) Upon the request of the Agent after reasonable prior notice, permit the Agent or professionals (including appraisers) retained by the Agent to conduct examinations and other evaluations of the Loan Parties’ practices in respect of cybersecurity, including, without limitation, such commercially reasonable (taking into account the nature, scope and sensitivity of the information) policies, procedures, and safeguards that have been implemented designed to maintain and protect all data and confidential information (including trade secrets) included in the Collateral and the integrity, continuous operation, redundancy and security of all IT Systems and data.
Appears in 1 contract
Sources: Credit Agreement (Allbirds, Inc.)
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at any time and from time to time, upon reasonable prior notice and during normal business hours (a) Permit representatives in each case, so long as no Event of Default has occurred and independent contractors is continuing), to examine and make copies of the Administrative Agent and Collateral Agent abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof valuations, appraisals, Phase I Environmental Site Assessments (and, if requested by the Collateral Agent based upon the results of any such Phase I Environmental Site Assessment, a Phase II Environmental Site Assessment) or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants, and Registered Public Accounting Firm at the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the agents and representatives of any Agent in accordance with this Section 7.01(f). The Borrowers will pay (i) the Agents' reasonable times during normal business hours upon out-of-pocket costs and expenses incurred in connection with all such visits, inspections, audits, valuations, appraisals and examinations and (ii) the reasonable advance notice to costs of all visits, inspections, audits, valuations, appraisals and examinations conducted by a third party on behalf of the Lead BorrowerAgents; provided, however, that unless an so long as no Event of Default has shall have occurred and is be continuing, only one visit in (A) the Borrowers shall not be obligated to reimburse any calendar year shall be permitted and Agent for any such visit shall be at the Loan Parties’ expense.
(b) Upon the request visits, inspections, audits, examinations, appraisals or valuations of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals Company and its Subsidiaries under this Section 7.01(f) and (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (iB) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but Agents shall not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no make more than four one such visit, inspection, audit, examination, appraisal and valuation each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit Subject to the limitations set forth in Section 2.06(e), permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at any time and independent contractors from time to time during normal business hours, at the expense of the Administrative Agent Borrowers, to examine and Collateral Agent make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof valuations, appraisals or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; providedmanagerial employees, however, that independent accountants or any of its other representatives so long as (unless an Event of Default has occurred and is continuing) the Administrative Borrower has been given a reasonable opportunity to have a representative present at any such meeting (and if the Administrative Borrower so elects to have a representative present at such meeting, only one visit in any calendar year then such meeting shall be permitted held at a time and location that is reasonably acceptable to both the Administrative Borrower and the Agents), and such visit meeting shall be at the Loan Parties’ expense.
(b) Upon the request upon reasonable prior notice and during normal business hours. In furtherance of the Administrative Agent after reasonable prior noticeforegoing, permit the Administrative Agent or professionals (including investment bankers, consultants, each Loan Party hereby authorizes its independent accountants, and lawyersthe independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) retained by with the Administrative agents and representatives of any Agent to conduct commercial finance examinations and other evaluations at the frequency specified belowin accordance with this Section 7.01(f), including, without limitation, of so long as (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time unless an Event of Default has occurred and is continuing, ) the Administrative Agent Borrower has been given a reasonable opportunity to have a representative present at any such meeting (and if the Administrative Borrower so elects to have a representative present at such meeting, and such meeting shall be permitted held at a time and location that is reasonably acceptable to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, both the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at Borrower and the expense of the Loan PartiesAgents).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Financing Agreement (Cherokee Inc)
Inspection Rights. (a) Permit representatives Borrower shall, at any time during regular business hours, upon not less than one (1) Business Day telephonic notice to Borrower, and independent contractors as often as requested, permit Lender, or any participant or co-lender in the Loan, or any employee, agent or representative of Lender or said participant or co-lender to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Property and the Improvements of Borrower and to discuss the affairs, finances and accounts of Borrower with any of its officers and key employees, and, upon request, furnish promptly to Lender true copies of all financial information and such other information in Borrower’s possession and control as Lender may require from time to time. Lender shall have free and full access to the Property and Improvements for the purposes of determining compliance with the terms of the Administrative Agent Loan Documents including, without limitation, compliance thereof with Environmental Laws. Borrower shall provide adequate facilities for inspection by Lender and Collateral Agent other authorized representatives of Lender, and full access to the Property and Improvements shall be afforded to Lender and such persons as may be designated, from time to time, by Lender.
(b) The Separate Property Owner shall, at any time during regular business hours, upon not less than one (1) Business Day telephonic notice to the Separate Property Owner, and as often as requested, permit Lender, or any participant or co-lender in the Loan, or any employee, agent or representative of Lender or said participant or co-lender to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect any portion of its properties, to examine its corporate, financial the Separate Property and operating records, and make copies thereof or abstracts therefrom, the Improvements of the Separate Property and to discuss its the affairs, finances and accounts of the Separate Property Owner with any of its directorsofficers and key employees, officersand, upon request, furnish promptly to Lender true copies of all financial information and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice other information in Borrower’s possession and control as Lender may require from time to time. Lender shall have free and full access to the Lead Borrower; provided, however, that unless an Event Separate Property and the Improvements thereon for the purposes of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at determining compliance with the terms of the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, Documents including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservescompliance thereof with Environmental Laws. The Loan Parties Separate Property Owner shall pay provide adequate facilities for inspection by Lender and other authorized representatives of Lender, and full access to the reasonable Separate Property and documented out-of-pocket fees and expenses of the Administrative Agent Improvements thereon shall be afforded to Lender and such professionals with respect persons as may be designated, from time to such examinations and evaluations. Notwithstanding the foregoingtime, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesLender.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; providedFirm, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent Lender or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent Lender to conduct evaluations of the Borrower’s business plan, forecasts and cash flows, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when a Default or Event of Default exists the Lender (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.
(b) Upon the request of the Lender after reasonable prior notice, permit the Lender or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Lender to conduct commercial finance examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties Borrower shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent Lender and such professionals with respect to such examinations and evaluations. Notwithstanding Without limiting the foregoing, except as provided in the provisos to this sentence, Borrower acknowledges that the Administrative Agent shall be permitted to conduct one Lender contemplates conducting (1i) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period each Fiscal Year at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred Borrower’s expense so long as no Loans are outstanding and is continuing, the Administrative Agent shall be permitted (ii) up to conduct one three (13) commercial finance examination each Quarterly Accounting Period (and in any event no more than four examinations each Fiscal Year) Year at the Borrowers’ expenseBorrower’s expense if any Loans are outstanding. Notwithstanding the foregoing, the Administrative Agent Lender may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) or if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, all at the expense of the Loan PartiesBorrower.
(c) Upon the request of the Administrative Agent Lender after reasonable prior notice, permit the Administrative Agent Lender or professionals (including appraisers) retained by the Administrative Agent Lender to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties Borrower shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent Lender and such professionals with respect to such appraisals. Notwithstanding Without limiting the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event Borrower acknowledges that the Excess Availability Percentage is at any time less than or equal to 15% for five Lender contemplates conducting (5i) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period each Fiscal Year at the Borrowers’ expense; provided further that if an Event of Default has occurred Borrower’s expense so long as no Loans are outstanding and is continuing the Administrative Agent shall be permitted (ii) up to conduct one three (13) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four appraisals each Fiscal Year) Year at the Borrowers’ expenseBorrower’s expense if any Loans are outstanding. Notwithstanding the foregoing, the Administrative Agent Lender may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) or if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, all at the expense of the Loan PartiesBorrower.
Appears in 1 contract
Sources: Credit Agreement (Bluefly Inc)
Inspection Rights. (a) Permit Subject to the limitations set forth in Section 2.06(e), permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at any time and independent contractors from time to time during normal business hours, at the expense of the Administrative Agent Borrower, to examine and Collateral Agent make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments (and, if recommended in the Phase I ESA and, if reasonably requested by the Collateral Agent based upon the results of such Phase I ESA and operating recordsafter consultation with the Parent, and make copies thereof an ASTM 1527-00 Phase II Environmental Site Assessment) or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent public accountants and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; providedauditors, however, that so long as (unless an Event of Default has occurred and is continuing) the Borrower has been given a reasonable opportunity to have a representative present at any such meeting (and if the Borrower so elects to have a representative present at such meeting, only one visit in any calendar year then such meeting shall be permitted held at a time and location that is reasonably acceptable to both the Borrower and the Agents), and such visit meeting shall be at the Loan Parties’ expense.
(b) Upon the request upon reasonable prior notice and during normal business hours. In furtherance of the Administrative Agent after reasonable prior noticeforegoing, permit the Administrative Agent or professionals (including investment bankers, consultants, each Loan Party hereby authorizes its independent accountants, and lawyersthe independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) retained with the agents and representatives authorized by the Administrative any Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of in accordance with this Section 7.01(f); so long as (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time unless an Event of Default has occurred and is continuing) the Borrower has been given a reasonable opportunity to have a representative present at any such meeting (and if the Borrower so elects to have a representative present at such meeting, the Administrative Agent and such meeting shall be permitted held at a time and location that is reasonably acceptable to conduct one (1) commercial finance examination each Quarterly Accounting Period (both the Borrower and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesAgents).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent (a) Permit representatives and independent contractors which representative may be accompanied by one representative of the Administrative Agent Lenders (taken as a whole), which representative shall be selected by the Required Lenders) at reasonable times and Collateral Agent during normal business hours, and, so long as no Default or Event of Default has occurred and is continuing, upon reasonable prior notice (provided that five (5) days prior notice shall be deemed to be reasonable) at the expense of the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals, Phase I Environmental Site Assessments or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrowermanagerial employees, independent accountants or KL2 ▇▇▇▇▇▇▇.6 any of its other representatives; provided, however, that unless an so long as no Event of Default has shall have occurred and is be continuing, only (x) the Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one visit in (1) such inspection of the Loan Parties conducted during each consecutive twelve (12) month period during the term of this Agreement unless the regulatory authorities to which any calendar year Lender reports requires more frequent inspections (not to exceed one (1) inspection each quarter) based upon the regulatory credit rating applicable to Borrower and (y) the Borrower shall be permitted given a reasonable opportunity to have a representative present at any such inspection (and if the Borrower so elects to have a representative present at such visit inspection, then such inspection shall be held at a time that is reasonably acceptable to both the Loan Parties’ expense.
(b) Upon Borrower and the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent Agents). The Borrower agrees to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of pay (i) the Lead Borrowereach examiner’s practices fees and reasonable and documented out-of-pocket costs and expenses incurred in the computation of the Borrowing Base connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees cost of all visits, audits, inspections, appraisals, valuations and expenses field examinations conducted by a third party on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluationsAgents. Notwithstanding In furtherance of the foregoing, except as provided each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person with the agents and representatives of any Agent in the provisos to accordance with this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 7.01(f).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (Boxlight Corp)
Inspection Rights. The Indenture Trustee shall have the right, but not the obligation, at its sole cost, expense (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuingexists, only one visit in which event any calendar year shall be permitted and such visit inspection shall be at the Loan Parties’ Owner’s expense.
) and risk (b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in risk of bodily injury or death), by its authorized representatives, to inspect (a) the Borrowing Base. The Loan Parties shall pay Equipment and the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals Owner’s records with respect to such appraisals. Notwithstanding thereto, and (b) following the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if occurrence of an Event of Default has occurred and during the continuance thereof, any Permitted Lease (provided, that if such Permitted Lease is continuing subject and subordinate to this Indenture, the Administrative Agent Indenture Trustee shall only have the right to review the subject and subordinate provision of such Permitted Lease and not any other terms or provisions thereof) and the Owner’s records with respect thereto (for the avoidance of doubt, there shall be permitted no limitation on the right to conduct one inspect any Permitted Lease that is not subject and subordinate to this Indenture); provided, that the Indenture Trustee shall not have the right to inspect any records of the Owner with respect to any Permitted Lease or the Equipment that contain competitive or confidential information as determined by the Owner in its reasonable discretion. All inspections shall be conducted during the Owner’s normal business hours, on the Owner’s premises or in areas that are the premises of a lessee to which the Owner has reasonable access or pursuant to the Owner’s inspection rights under any Permitted Lease (1) Inventory appraisal provided all requests with respect to a Permitted Lease shall be made through the Owner and one (1) Scripts appraisal each Quarterly Accounting Period (exercise of such inspection rights shall be made during the normal business hours of the Permitted Lessee and in may not disturb any event no more than four each Fiscal Year) at of the Borrowers’ expensePermitted Lessee’s rights under the Permitted Lease), and upon reasonable prior notice to the Owner. Notwithstanding The Owner shall not be liable for any injury to, or the foregoingdeath of, any Person exercising, either on behalf of the Indenture Trustee or any prospective user, the Administrative Agent may cause additional appraisals rights of inspection granted under this Section 4.13 unless caused by the Owner’s gross negligence or willful misconduct. No inspection pursuant to be undertaken (i) as it in its discretion deems necessary this Section 4.13 shall interfere with the use, operation or appropriate, at its own expense or, (ii) if required by Law, at the expense maintenance of the Loan PartiesEquipment or the ordinary course of the Owner’s or any lessee’s business. The Owner shall not be required to undertake or incur any additional liabilities in connection therewith except as is reasonably required to facilitate the normal exercise of inspection rights in accordance with the terms hereof.
Appears in 1 contract
Inspection Rights. At any time during regular business hours and upon reasonable notice permit the Lender or any authorized officer, employee, agent, or representative of the Lender (a) Permit representatives to discuss the affairs, finances, and independent contractors accounts of the Administrative Agent Borrower with its Chairman, President, any executive vice president, its chief financial officer, treasurer, controller or independent accountants or (b) subject to the terms of the relevant Lease to inspect an Engine and Collateral Agent to its Engine Records and make such copies thereof as the Lender may elect. In conducting each such inspection, visit or discussion (each an “inspection”), the Lender and inspect any each of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, employees, agents and Registered Public Accounting Firm at such representatives shall take all reasonable times during normal business hours upon reasonable advance notice action to minimize any disruption to the Lead Borrower; providednormal operations of the Borrower and the relevant Lessee. If no Event of Default or Potential Default shall be in existence, howeverthe Lender in respect of each Engine and otherwise generally, that unless shall limit such inspection of each of the foregoing to once each calendar year. If an inspection shall be made during the continuance of a Potential Default or an Event of Default has occurred and is continuingDefault, only one visit in any calendar year the Borrower shall be permitted and such visit shall be at reimburse the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after Lender for its reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses expense of the Administrative Agent and such professionals with respect to such examinations and evaluationsinspection. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent If an inspection shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an made when no Event of Default has occurred and is continuingor Potential Default shall be in existence, the Administrative Agent Borrower shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at reimburse the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in Lender for its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees expense of such inspection up to $5,000 in the aggregate; any expenses incurred by the Lender in excess of such amount shall be for the Lender’s account. At all times, it is understood and agreed by the Borrower that all expenses in connection with any such inspection which may be incurred by the Borrower, any officers and employees thereof and the attorneys and independent certified public accountants therefor shall be expenses payable by the Borrower and shall not be expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesLender.
Appears in 1 contract
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent (a) Permit representatives and independent contractors which representative may be accompanied by one representative of the Administrative Agent Lenders (taken as a whole), which representative shall be selected by the Required Lenders) at reasonable times and Collateral Agent during normal business hours, and, so long as no Event of Default has occurred and is continuing, upon reasonable prior notice at the expense of the #97100791v3 Borrowers, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals, Phase I Environmental Site Assessments or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives, provided, that so long as no Event of Default shall have occurred and Registered Public Accounting Firm be continuing, (x) the Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one (1) such inspections of the Loan Parties conducted during each consecutive twelve (12) month period during the term of this Agreement unless the regulatory authorities to which any Lender reports requires more frequent inspections (not to exceed one (1) inspection each quarter) based upon the regulatory credit rating applicable to Borrowers and (y) the Administrative Borrower shall be given a reasonable opportunity to have a representative present at any such inspection (and if the Administrative Borrower so elects to have a representative present at such reasonable times during normal business hours upon reasonable advance notice inspection, then such inspection shall be held at a time that is reasonably acceptable to both the Lead Borrower; provided, however, that unless an Administrative Borrower and the Agents). The Borrowers agree to pay (i) $850 per day per examiner (not to exceed one (1) examiner and a period of three (3) Business Days so long as no Event of Default has occurred and is continuing) plus the examiner’s reasonable and documented out-of-pocket costs and expenses incurred in connection with all such visits, only one visit in any calendar year shall be permitted audits, inspections, appraisals, valuations and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance field examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees cost of all visits, audits, inspections, appraisals, valuations and expenses field examinations conducted by a third party on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluationsAgents. Notwithstanding In furtherance of the foregoing, except as provided each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person with the agents and representatives of any Agent in the provisos to accordance with this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 7.01(f).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists the Lender (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the Loan Parties’ expenseexpense of the Borrower at any time during normal business hours and without advance notice.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Permit the Administrative Agent and such professionals with respect its representatives, upon reasonable advance notice to such examinations and evaluations. Notwithstanding the foregoingBorrower, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Lawconduct, at the expense of the Loan Parties.
Borrower, an annual (ci) Upon the request personal property asset appraisal on personal property Collateral of the Administrative Agent Borrower and its Subsidiaries, (ii) real estate appraisal on real estate Collateral of the Borrower and its Subsidiaries and (iii) field exam on the accounts receivable, inventory, payables, controls and systems of the Borrower and its Subsidiaries (it being acknowledged and agreed that the initial field exam is intended to(the “Initial Field Exam”) shall be completed within forty-five (45) days following the Thirdpromptly after reasonable prior notice, permit the Administrative Agent Fourth Amendment Effective Date (or professionals (including appraisers) retained such longer period as may be agreed by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal its sole discretion))and in any twelve-month period at event, on or before the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at first day of any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesBorrowing Base Test Period.
Appears in 1 contract
Sources: Credit Agreement (Irobot Corp)
Inspection Rights. Purchaser shall have the right to designate a Third Party independent public accounting firm (athe “Purchaser Representative”) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit the Company and inspect any its Subsidiaries’ offices and properties where the Company and its Subsidiaries keep and maintain their books and records relating or pertaining to the Included Product Revenues, the Assigned Interests and the Revenue Interest Payments payable hereunder for purposes of its properties, to examine its corporate, financial conducting an audit of such books and operating records, and make copies thereof to inspect and audit such books and records. Any such audit or abstracts therefrominspection must (i) be limited to the three-year period during which the Company is required to maintain such records, and to discuss its affairs(ii) not be exercised more than once in any calendar year, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times (iii) during normal business hours upon reasonable advance hours, and (iv) following seven (7) Business Days’ prior written notice given by Purchaser to the Lead BorrowerCompany; providedprovided that clauses (ii), however, that unless an (iii) and (iv) above shall not apply if a Put Option Event of Default has occurred and is continuing. In connection with any such audit, only one visit in any calendar year the Company will provide such Purchaser’s Representative reasonable access to such books and records maintained by Company, and shall be permitted permit the Purchaser Representatives to discuss the business, operations, properties and such visit shall be at the Loan Parties’ expense.
(b) Upon the request financial and other condition of the Administrative Agent after reasonable prior notice, permit the Administrative Agent Company or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, any of its Subsidiaries including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, salesmatters relating or pertaining to the Included Product Revenues, gross margins, payables, accruals the Assigned Interests and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses Revenue Interest Payments payable hereunder with officers of the Administrative Agent Company and such professionals with respect the Company’s independent certified public accountants, in all cases solely to such examinations verify the accuracy of the Quarterly Reports provided under Section 5.01(f) and evaluationsrelated payments due under this Agreement. Notwithstanding Without limiting the foregoing, except as prior to any audit under this Section, the Purchaser Representative shall enter into a written confidentiality agreement with Company that (A) limits the use of the Company’s records to the verification purpose described in this Section; (B) limits the information that the Purchaser Representative may disclose to Purchaser to information required for Purchaser to understand the payments due and paid and any discrepancies; and (C) prohibits the disclosure of any information contained in such records to any other Third Party for any purpose. The Parties agree that all information subject to review under Section 5.01(d) or provided in by the provisos Purchaser’s Representative to Company is Company’s Confidential Information, and Purchaser shall not use any such information for any purpose that is not germane to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 5.01(d).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Revenue Interest Financing Agreement (Athenex, Inc.)
Inspection Rights. (a) Permit Each Loan Party will permit any representatives and independent contractors of designated by the Administrative Agent and Collateral Agent Agent, upon reasonable prior notice, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts condition with its directorsofficers and to examine and make extracts from its books and records, officers, and Registered Public Accounting Firm all at such reasonable times during normal business hours and as may be reasonably requested upon reasonable advance notice to the Lead Borrower; providedprovided that, howeverexcluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year, and only one (1) such time shall be at the Borrower’s expense; provided further that unless when an Event of Default has occurred exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and is continuing, only one visit upon reasonable advance notice. Nothing contained in any calendar year this SECTION 5.10(a) shall be permitted and such visit shall be at deemed to limit or modify the Loan Parties’ expenserights of the Administrative Agent under SECTION 5.10(b) hereof.
(b) Upon Each Loan Party will, subject to the limits on the number of appraisals and commercial finance examinations set forth the below, from time to time upon the request of the Administrative Agent after reasonable prior noticeAgent, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers, examiners and lawyersappraisers) retained by the Administrative Agent Agent, on reasonable prior notice and during normal business hours, to conduct appraisals and commercial finance examinations and other evaluations at the frequency specified belowexaminations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the then Revolving Credit Borrowing Base and Term Borrowing Base, and (ii) the assets included in the then Revolving Credit Borrowing Base and Term Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to such examinations evaluations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the appraisals.
(i) The Administrative Agent shall be permitted may conduct up to conduct one (1) commercial finance examination each Fiscal Year during any twelve-month period, at the Loan Parties’ expense; provided that, in if Availability is less than (i) thirty percent (30%) of the event that Excess Availability Percentage is Maximum Aggregate Borrowing Amount at any time less than 15% for five (5) consecutive Business Daysduring such twelve-month period, the Administrative Agent shall be permitted to may conduct up to two (2) commercial finance examinations in during such twelve-month period, each at the Loan Parties’ expense or (ii) fifteen percent (15%) of the Maximum Aggregate Borrowing Amount at any time during such twelve-month period, the Administrative Agent may conduct up to three (3) commercial finance examinations during such twelve-month period, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one (1) additional commercial finance examination during any twelve-month period at the Borrowers’ expense; provided further thatsole expense of the Administrative Agent, at and (B) after the occurrence and during the continuance of any time an Event of Default has occurred and is continuingDefault, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause such additional commercial finance examinations to be undertaken (i) taken as it the Administrative Agent, in its discretion deems reasonable discretion, determine are necessary or appropriate, at its own expense or, appropriate (ii) if required by Laweach, at the expense of the Loan Parties).
(cii) Upon the request of the The Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to may conduct up to one (1) appraisal of the Loan Parties’ Inventory appraisal and one Scripts (1) appraisal in of the Loan Parties’ Pledged Real Estate during any twelve-month period period, at the Loan Parties’ expense; provided that in that, if Availability is less than (i) thirty percent (30%) of the event that the Excess Availability Percentage is Maximum Aggregate Borrowing Amount at any time less than or equal to 15% for five (5) consecutive Business Daysduring such twelve-month period, the Administrative Agent shall be permitted to may conduct up to two (2) appraisals of the Loan Parties’ Inventory appraisals and two (2) Scripts appraisals in any during such twelve-month period period, each at the BorrowersLoan Parties’ expense; provided further that if an Event expense or (ii) fifteen percent (15%) of Default has occurred and is continuing the Maximum Aggregate Borrowing Amount at any time during such twelve-month period, the Administrative Agent shall be permitted may conduct up to conduct three (3) appraisals of the Loan Parties’ Inventory in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one (1) additional Inventory appraisal and one (1) Scripts additional appraisal of the Loan Parties’ Pledged Real Estate in each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) calendar year at the Borrowers’ expense. Notwithstanding the foregoing, sole expense of the Administrative Agent Agent, and (B) after the occurrence and during the continuance of any Event of Default, may cause such additional Inventory and Pledged Real Estate appraisals to be undertaken (i) taken as it the Administrative Agent, in its discretion deems reasonable discretion, determine are necessary or appropriate, at its own expense or, appropriate (ii) if required by Laweach, at the expense of the Loan Parties).
(c) The Loan Parties shall at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the annual audited statements, the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Administrative Agent; provided that a representative of the Borrower shall be given the opportunity to be present all such discussions.
Appears in 1 contract
Sources: Credit Agreement (Radioshack Corp)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its propertiesthe properties of the Parent or any Subsidiary, to examine its corporate, financial and operating records, (and make copies thereof or abstracts therefrom) any of the corporate, financial and operating records of the Parent or any Subsidiary, and to discuss its the affairs, finances and accounts of the Parent or any Subsidiary with such Person’s chief executive officer and chief financial officer and, in the presence of either such officer, its directorsindependent public accountants, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours (other than at any time during the ten (10) day period which precedes and follows the end of each fiscal quarter of the Parent) and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerParent; provided, however, that unless when an Event of Default has occurred exists the Administrative Agent (or any of its representatives) may do any of the foregoing at any time during normal business hours and is continuing, only one visit without advance notice. The Loan Parties shall reimburse the Administrative Agent for the reasonable out-of-pocket and documented expenses (including the per diem fees of its representatives and independent contractors) for up to two (2) such visits and inspections in any fiscal year, provided that if when an Event of Default exists the Loan Parties shall reimburse the Administrative Agent and the Lenders for the expenses of all such visits and inspections. If any Lender so requests, such Lender and its representatives shall be permitted, at the expense of such Lender, to accompany the Administrative Agent on any such visits and inspections.
(b) If requested by the Administrative Agent in its sole discretion, (i) permit the Administrative Agent, and its representatives, upon reasonable advance notice to the Parent, to conduct an audit of the Collateral at the expense of the Parent, and (ii) promptly deliver to the Administrative Agent (A) asset appraisal reports with respect to all of the property of the Parent and its Subsidiaries and (B) a written audit of the accounts receivable, inventory, payables, controls and systems of the Parent and its Subsidiaries; provided that the Administrative Agent shall not be permitted to request any of the foregoing items more than once per calendar year shall and three times during the term of this Agreement.
(c) Following the occurrence and during the existence of any Event of Default, upon the reasonable written request of the Administrative Agent if any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be permitted reasonably expected to cause) the representations and such visit shall warranties set forth in Section 6.09 to be untrue in any material respect, furnish or cause to be furnished to the Administrative Agent, at the Loan Parties’ expense.
, a report of an environmental assessment of reasonable scope, form and depth, (bincluding, where appropriate, invasive soil or groundwater sampling) Upon the request of by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Facilities and as to the compliance by the Loan Parties with Environmental Laws at any Facilities. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after reasonable prior notice, permit receipt of such written request then the Administrative Agent or professionals (including investment bankers, consultants, accountantsmay arrange for the same, and lawyers) retained the Loan Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable and documented cost of any assessment arranged for by the Administrative Agent pursuant to conduct commercial finance examinations and other evaluations at this provision will be payable by the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay on demand and added to the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained obligations secured by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesCollateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Brightpoint Inc)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerNewpark; provided, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists the Administrative Agent or any calendar year shall be permitted and such visit shall be Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the Loan Parties’ expenseexpense of the Borrowers at any time during normal business hours and without advance notice.
(b) Upon Subject to the request of reimbursement limitations contained in the next sentence, at any time upon the Administrative Agent’s request, the Borrowers will allow the Administrative Agent after reasonable prior notice(or its designee) to conduct field examinations to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems, permit and prepared on a basis reasonably satisfactory to the Administrative Agent or professionals (including investment bankersAgent, consultants, accountants, and lawyers) retained by the Administrative Agent such field examinations to conduct commercial finance examinations and other evaluations at the frequency specified below, includinginclude, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base information required by applicable law and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesregulations. The Loan Parties Borrowers shall pay reimburse the Administrative Agent for all reasonable and documented out-of-pocket fees charges, costs and expenses (including a reasonable per diem field examination charge and out of pocket expenses) related thereto with respect to no more than one such field examination during each calendar year; provided that if Availability is less than 20% of the Aggregate Commitments at any time, the Borrowers shall reimburse the Administrative Agent for all reasonable charges, costs and expenses (including a per diem field examination charge and out of pocket expenses) related to a second such professionals with respect to field examination during such examinations calendar year; and evaluations. Notwithstanding the foregoingprovided, except as provided in the provisos to this sentencefurther, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time when an Event of Default has occurred and is continuingexists, the Administrative Agent there shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) limitation on the number or frequency of field examinations that shall be at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the sole expense of the Loan PartiesBorrowers.
(c) Upon Subject to the request of reimbursement limitations contained in the next sentence, at any time upon the Administrative Agent’s request, the Borrowers will allow the Administrative Agent after reasonable prior notice, permit the Administrative Agent (or professionals (including appraisersits designee) retained by the Administrative Agent to conduct appraisals of the CollateralBorrowers’ Inventory, including, without limitation, prepared on a basis reasonably satisfactory to the assets included in the Borrowing BaseAdministrative Agent. The Loan Parties Borrowers shall pay reimburse the Administrative Agent for all reasonable and documented out-of-pocket fees charges, costs and expenses related thereto with respect to no more than one such appraisal during each calendar year; provided that if Availability is less than 20% of the Aggregate Commitments at any time, the Borrowers shall reimburse the Administrative Agent for all reasonable charges, costs and expenses related to a second such professionals with respect to appraisal during such appraisals. Notwithstanding the foregoingcalendar year; and provided, except as provided in the provisos to this sentencefurther, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if when an Event of Default has occurred and is continuing exists, there shall be no limitation on the number or frequency of appraisals that shall be at the sole expense of the Borrowers.
(d) The Borrowers shall have the right to request in writing that the Administrative Agent shall be permitted to conduct (i) one (1) Inventory additional appraisal and one additional field examination per fiscal year of its Inventory and Accounts and (1ii) Scripts appraisal each Quarterly Accounting Period (from time to time, additional appraisals and in any event no more than four each Fiscal Year) at field examinations of recently acquired Inventory and Accounts not previously appraised or subjected to a field examination; provided that the Borrowers’ expense. Notwithstanding the foregoing, Borrowers shall reimburse the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriatefor all reasonable and documented charges, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiescosts and expenses related thereto.
Appears in 1 contract
Inspection Rights. (a) Permit Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at any time and independent contractors from time to time during normal business hours and, so long as no Default or Event of Default shall have occurred and be continuing, upon reasonable advance notice to the Borrower, at the expense of the Administrative Agent Borrower, to examine and Collateral Agent make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments (and, (i) if an Event of Default shall have occurred and operating recordsbe continuing and if requested by the Collateral Agent based upon the results of any such Phase I Environmental Site Assessment, or (ii) in the event a Governmental Authority so orders and make copies thereof the Borrower does not timely respond, a Phase II Environmental Site Assessment of any real property owned by the Borrower), field examinations, or abstracts therefrom, enterprise valuations and to discuss its affairs, finances and accounts with any of its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice managerial employees, independent accountants or any of its other representatives; provided that the Borrower shall be given the opportunity to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit be present in any calendar year discussions with the Borrower’s independent accountants. The Borrower shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of pay (i) $1,500 per day per examiner plus the Lead Borrowerexaminer’s practices out-of-pocket costs and reasonable expenses incurred in the computation of the Borrowing Base connection with all such visits, audits, inspections, valuations, and field examinations, and (ii) the assets included in the Borrowing Base cost of all audits, appraisals and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses business valuations (including enterprise valuation appraisals) conducted by third party auditors or appraisers on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expenseAgents; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an so long as no Event of Default has shall have occurred and is continuingbe continuing and so long as Revolving Loans have not been outstanding for more than 30 consecutive days in any Fiscal Year, the Administrative Agent Borrower shall not be permitted obligated to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no pay for more than four each 2 such audits and examinations in such Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Financing Agreement (PRG Schultz International Inc)
Inspection Rights. (ai) Permit (i) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all applicable Requirement of Law shall be made of all material dealings and transactions in relation to its business and activities, (ii) permit representatives and independent contractors of the Administrative Agent and Collateral Agent any Lender to visit and inspect any of its propertiesproperties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, from any of its books and to discuss its affairs, finances records upon reasonable prior notice and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon (provided that such visits shall be coordinated by the Agent), (iii) permit representatives of any Lender to have reasonable advance notice discussions regarding the business, operations, properties and financial and other condition of the Parent, Holdings, the Borrower and its Restricted Subsidiaries with officers and employees of the Parent, Holdings, the Borrower and its Restricted Subsidiaries, and (provided that any Lender shall coordinate any request for such discussions through the Agent), (iv) permit representatives of the Agent to have reasonable discussions regarding the Lead Borrowerbusiness, operations, properties and financial and other condition of the Parent, Holdings, the Borrower and its Restricted Subsidiaries with its independent certified public accountants; providedprovided that a Responsible Officer of the Parent or the Borrower shall be present during such discussion and any such discussions with the Parent’s independent certified public accountants at the Parent’s expense shall, however, that unless except while an Event of Default has occurred and is continuing, only be limited to one visit in meeting per calendar year; provided, however, DB1/ 120677560.3 that when an Event of Default exists the Agent (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours with reasonable prior notice.
(bii) Upon the request of the Administrative Agent after reasonable prior written notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified belowinventory appraisals, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the immediately succeeding sentence, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluationsinventory appraisals including, for the avoidance of doubt, in connection with the Updated 2020 Appraisal/Exam. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative The Agent shall be permitted to may conduct (A) one (1) commercial finance examination each Fiscal Year examinations and one (1) inventory appraisals in any twelve month period at the Loan Parties’ Borrower’s expense; , provided that, in the event that Excess Availability Percentage is at any time less than 1520% of the Loan Cap for five longer than three (53) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to may undertake two (2) commercial finance examinations and two (2) inventory appraisals in any twelve-twelve month period (inclusive of any commercial finance examinations or inventory appraisals already conducted during such period) at the Borrowers’ expense; provided further that, at any time Borrower’s expense and (B) additional commercial finance examinations and inventory appraisals as the Agent may require in its reasonable discretion if an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing BaseBorrower. The Loan Parties Agent shall pay have received the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals Updated 2020 Appraisal/Exam by, with respect to such appraisals. Notwithstanding the foregoingexamination, except as provided in November 15, 2020 and, with respect to the provisos to this sentenceinventory appraisal, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to by November 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties2020.
Appears in 1 contract
Inspection Rights. (a) Permit At any reasonable time and from time to time, upon reasonable advance notice, each Loan Party shall, and shall cause each of its Subsidiaries or Affiliates, as applicable, to, permit representatives and independent contractors of the Administrative Agent and each Lender (i) to examine, inspect, review, evaluate and make physical verifications of the Collateral in any manner and through any medium that Administrative Agent or such Lender considers advisable, (ii) to visit and inspect any of its propertiesProperties, (iii) to examine its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom, therefrom and (iv) to discuss its affairs, finances business, operations, financial condition and accounts with its directors, officers, employees, and Registered Public Accounting Firm independent certified public accountants, all at the sole cost and expense of Borrower and at such reasonable times during normal business hours upon reasonable advance notice and as often as may be reasonably requested, in each case other than for the purpose of performing Inventory appraisals or field exams, which are addressed in clauses (b) and (c) of this Section 6.6; provided that, other than with respect to such visits and inspections during the Lead Borrowercontinuance of an Event of Default, (i) only Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.6(a) and (ii) Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year; provided, howeverfurther, that unless when an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the exists Administrative Agent or professionals any Lender (including investment bankers, consultants, accountants, and lawyersor any of their respective representatives or independent contractors) retained by may do any of the Administrative Agent to conduct commercial finance examinations and other evaluations foregoing under this Section at the frequency specified below, including, sole cost and expense of Borrower and at any time during normal business hours and without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reservesadvance notice. The Loan Parties shall pay the reasonable Borrower acknowledges that all inspections, appraisals and documented out-of-pocket fees and expenses of the reports are prepared by Administrative Agent and such professionals with respect the Lenders (or their agents, representatives or professionals) for their purposes, and the Borrower shall not be entitled to such examinations rely upon them and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted have no obligation to conduct one (1) commercial finance share any CREDIT AGREEMENT – Page 97 results of any inspection, appraisal or other report with the Borrower or any other Loan Party. In connection with any field examination each Fiscal Year at the Loan Parties’ expense; provided thator inspection with respect to Eligible Inventory, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations provided information maintained in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted applicable Warehouse Operating System to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) such extent as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required determined by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals be adequate to confirm compliance with respect to such appraisals. Notwithstanding the foregoing, except as provided requirements set forth in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 6.16.
Appears in 1 contract
Sources: Credit Agreement (Sunnova Energy International Inc.)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent Required Lenders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom and to discuss its affairs, finances and accounts with its directors, officersofficers and independent public accountants (subject to such accountants’ policies and procedures), all at the reasonable expense of the Borrower and Registered Public Accounting Firm at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; providedprovided that (a) excluding any such visits and inspections during the continuation of an Event of Default, however, that unless only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the continuation of an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit time shall be at the Loan Parties’ expense.
Borrower’s expense and (b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time when an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one or the Required Lenders (1or any of their respective representatives) commercial finance examination each Quarterly Accounting Period (and in may do any event no more than four each Fiscal Year) at of the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, foregoing at the expense of the Loan PartiesBorrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.
(cb) Upon the request of From time to time the Administrative Agent after reasonable prior noticemay conduct (or engage third parties to conduct) such field examinations, permit verifications and evaluations as the Administrative Agent may deem necessary or professionals appropriate; provided that, the Administrative Agent (including appraisersi) retained may conduct (x) one field examination with respect to the Collateral in each 12-month period after the date of this Agreement and (y) one additional field examination with respect to the Collateral in each consecutive 12-month period after the date Specified Excess Availability shall have been less than the greater of (a) 15.0% of the Line Cap and (b) $37,500,000 for five or more consecutive Business Days, and (ii) may conduct such other field examinations as frequently as determined by the Administrative Agent in its reasonable discretion upon the occurrence and during the continuance of any Event of Default, in each case, in a form, and from a third party appraiser or consultant, reasonably satisfactory to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to Agent. All such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent field examinations and other verifications and evaluations shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the sole expense of the Loan Parties, and the Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, (x) may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders, subject to the provisions of Section 11.08 hereof and (y) shall promptly distribute copies of any final reports from a third party appraiser or third party consultant delivered in connection with any field exam or appraisal to the Lenders.
Appears in 1 contract
Sources: Abl Revolving Credit Agreement (Advantage Solutions Inc.)
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent (a) Permit representatives and independent contractors which representative may be accompanied by one representative of the Administrative Agent Lenders (taken as a whole), which representative shall be selected by the Required Lenders) at reasonable times and Collateral Agent during normal business hours, and, so long as no 115 #97889169v6 Event of Default has occurred and is continuing, upon reasonable prior notice at the expense of the Borrowers, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals, Phase I Environmental Site Assessments or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives, provided, that so long as no Event of Default shall have occurred and Registered Public Accounting Firm be continuing, (x) the Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one (1) such inspections of the Loan Parties conducted during each consecutive twelve (12) month period during the term of this Agreement unless the regulatory authorities to which any Lender reports requires more frequent inspections (not to exceed one (1) inspection each quarter) based upon the regulatory credit rating applicable to Borrowers and (y) the Administrative Borrower shall be given a reasonable opportunity to have a representative present at any such inspection (and if the Administrative Borrower so elects to have a representative present at such reasonable times during normal business hours upon reasonable advance notice inspection, then such inspection shall be held at a time that is reasonably acceptable to both the Lead Borrower; provided, however, that unless an Administrative Borrower and the Agents). The Borrowers agree to pay
(i) $850 per day per examiner (not to exceed one (1) examiner and a period of three (3) Business Days so long as no Event of Default has occurred and is continuing) plus the examiner’s reasonable and documented out-of-pocket costs and expenses incurred in connection with all such visits, only one visit in any calendar year shall be permitted audits, inspections, appraisals, valuations and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance field examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees cost of all visits, audits, inspections, appraisals, valuations and expenses field examinations conducted by a third party on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluationsAgents. Notwithstanding In furtherance of the foregoing, except as provided each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person with the agents and representatives of any Agent in the provisos to accordance with this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 7.01(f).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerCompany; provided, however, that unless when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice.
(b) If requested by the Administrative Agent at anytime a Default exists, permit the Administrative Agent, and its representatives, upon reasonable advance notice to the Company, to conduct an annual audit of the Collateral at the expense of the Company.
(c) If requested by the Administrative Agent at anytime a Default exists, promptly deliver to the Administrative Agent (a) asset appraisal reports with respect to all of the real and personal property owned by the Company and its Subsidiaries, and (b) a written audit of the accounts receivable, inventory, payables, controls and systems of the Company and its Subsidiaries.
(d) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has occurred caused (or could be reasonably expected to cause) the representations and is continuing, only one visit warranties set forth in Section 6.09 to be untrue in any calendar year shall material respect, furnish or cause to be permitted and such visit shall be furnished to the Administrative Agent, at the Loan Parties’ expense.
, a report of an environmental assessment of reasonable scope, form and depth, (bincluding, where appropriate, invasive soil or groundwater sampling) Upon the request of by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any real properties and as to the compliance by the Company or any of its Subsidiaries with Environmental Laws at such real properties. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after reasonable prior notice, permit receipt of such written request then the Administrative Agent or professionals (including investment bankers, consultants, accountantsmay arrange for the same, and lawyers) retained the Loan Parties hereby grant to the Administrative Agent and its representatives access to such real properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to conduct commercial finance examinations and other evaluations at this provision will be payable by the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay on demand and added to the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained obligations secured by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesCollateral Documents.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the The Administrative Agent and Collateral Agent shall have the right to designate a Third Party independent public accounting firm (the “Purchasers Representative”) to visit the Company and inspect any its Subsidiaries’ offices and properties where the Company and its Subsidiaries keep and maintain their books and records relating or pertaining to the Net Sales, the Assigned Interests, the Assigned Tail Royalty Interests, the Revenue Interest Payments and the Tail Royalty Payments payable hereunder for purposes of its properties, to examine its corporate, financial conducting an audit of such books and operating records, and make copies thereof to inspect and audit such books and records. Any such audit or abstracts therefrominspection must (i) be limited to the [***]-year period during which the Company is required to maintain such records pursuant to Section 5.01(c), and to discuss its affairs(ii) not be exercised more than once in any calendar year, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times (iii) take place during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountantshours, and lawyers(iv) retained follow at least [***] Business Days’ prior written notice given by the Administrative Agent to conduct commercial finance examinations the Company. In connection with any such audit, the Company will provide the Purchasers Representative reasonable access to such books and records maintained by Company, and shall permit the Purchasers Representative to discuss the business, operations, properties and financial and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation condition of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such asCompany or any of its Subsidiaries including, but not limited to, salesmatters relating or pertaining to the Net Sales, gross marginsthe Assigned Interests and Assigned Tail Royalty Interests, payables, accruals and reserves. The Loan Parties shall pay the reasonable Revenue Interest Payments and documented out-of-pocket fees and expenses Tail Royalty Payments payable hereunder with officers of the Administrative Agent Company and such professionals with respect the Company’s independent certified public accountants, in all cases solely to such examinations verify the accuracy of the Quarterly Reports provided under Section 5.01(f) and evaluationsrelated payments due under this Agreement. Notwithstanding Without limiting the foregoing, except as provided in the provisos prior to any audit under this sentenceSection 5.01(d), the Administrative Agent Purchasers Representative shall be permitted to conduct one enter into a written confidentiality agreement with Company that (1A) commercial finance examination each Fiscal Year at limits the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense use of the Loan Parties.
Company’s records to the verification purpose described in this Section 5.01(d); (cB) Upon limits the request of information that the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by Purchasers Representative may disclose to the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of information required for the Administrative Agent to understand the payments due and paid and any discrepancies; and (C) prohibits the disclosure of any information contained in such professionals with respect records to such appraisalsany other Third Party for any purpose. Notwithstanding The Parties agree that all information subject to review under Section 5.01(d) or provided by the foregoingPurchasers Representative to Company is Company’s Confidential Information, except as provided in the provisos to this sentence, and neither the Administrative Agent nor the Purchasers shall be permitted use any such information for any purpose that is not germane to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesthis Section 5.01(d).
Appears in 1 contract
Sources: Revenue Interest Financing Agreement (BioXcel Therapeutics, Inc.)
Inspection Rights. (a) Permit representatives At any reasonable time and independent contractors of from time to time as the Administrative Agent and Collateral Agent to visit and inspect Agent, any of its properties, to examine its corporate, financial and operating records, and make copies thereof Fronting Bank or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours any Lender may reasonably request (upon reasonable advance five Business Days’ prior notice delivered to the Lead Borrower; providedBorrower and no more than once a year, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice), permit the Administrative Agent Agent, such Fronting Bank or professionals (including investment bankers, consultants, accountantssuch Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and lawyersvisit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) retained the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) neither Borrower nor any of its Subsidiaries shall be required to disclose to the Administrative Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any of its Subsidiaries obtained by the Administrative Agent Agent, such Fronting Bank or such Lender pursuant to conduct commercial finance examinations this subsection (d) or subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrative Agent’s, such Fronting Bank’s or such Lender’s 72 business operations be treated confidentially by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other evaluations at than the frequency specified belowAdministrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base attorneys and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesaccountants).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and any Joint Collateral Agent to visit and inspect any of its properties (provided that, unless a Default or Event of Default exists, neither the Administrative Agent nor any other Joint Collateral Agent may conduct or cause to be conducted any intrusive or invasive environmental testing at any of the properties, unless and until prior written authorization for such testing is obtained from Holdings, which authorization shall not unreasonably be withheld), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public or chartered accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and unless a Default or Event of Default then exists or unless otherwise provided herein, not more frequently than twice in any fiscal year, upon reasonable advance notice to Holdings or the Borrower and permit representatives and independent contractors of each Lender to visit and inspect any of its properties (provided that, unless a Default or Event of Default exists, such Lender may not conduct or cause to be conducted any intrusive or invasive environmental testing at any of the properties, unless and until prior written authorization for such testing is obtained from Holdings, which authorization shall not unreasonably be withheld), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public or chartered accountants, all at the expense of such Lender and at such reasonable times during normal business hours and unless an Event of Default then exists, not more frequently than once in any fiscal year, upon reasonable advance notice to Holdings or the Borrower; provided, however, that, notwithstanding the foregoing, when an Event of Default exists the Administrative Agent any Joint Collateral Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding anything to the foregoingcontrary in this Section 6.10, except as provided in the provisos to this sentenceat all times during such visits and inspections, the Administrative Agent, any Joint Collateral Agent shall be permitted to conduct one or any Lender (1or their respective representatives or contractors) commercial finance examination each Fiscal Year at must comply with all applicable site regulations as the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at Borrower or its Subsidiaries or any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent their respective officers or employees may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required require by Law, at the expense reasonable notice of the Loan Partiessame.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Revolving Credit Agreement (Postmedia Network Canada Corp.)
Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent (a) Permit representatives and independent contractors which representative may be accompanied by one representative of the Administrative Agent Lenders (taken as a whole), which representative shall be selected by the Required Lenders) at reasonable times and Collateral Agent during normal business hours, and, so long as no Default or Event of Default has occurred and is continuing, upon reasonable prior notice (provided that five (5) days prior notice shall be deemed to be reasonable) at the expense of the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals, Phase I Environmental Site Assessments or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its directors, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrowermanagerial employees, independent accountants or any of its other representatives; provided, however, that unless an so long as no Event of Default has shall have occurred and is be continuing, only (x) the Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one visit in (1) such inspection of the Loan Parties conducted during each consecutive twelve (12) month period during the term of this Agreement unless the regulatory authorities to which any calendar year Lender reports requires more frequent inspections (not to exceed one (1) inspection each quarter) based upon the regulatory credit rating applicable to Borrower and (y) the Borrower shall be permitted given a reasonable opportunity to have a representative present at any such inspection (and if the Borrower so elects to have a representative present at such visit inspection, then such inspection shall be held at a time that is reasonably acceptable to both the Loan Parties’ expense.
(b) Upon Borrower and the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent Agents). The Borrower agrees to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of pay (i) the Lead Borrowereach examiner’s practices fees and reasonable and documented out-of-pocket costs and expenses incurred in the computation of the Borrowing Base connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees cost of all visits, audits, inspections, appraisals, valuations and expenses field examinations conducted by a third party on behalf of the Administrative Agent and such professionals with respect to such examinations and evaluationsAgents. Notwithstanding In furtherance of the foregoing, except as provided each Loan Party hereby authorizes its independent accountants, and the independent accountants of each of its Subsidiaries, to discuss the affairs, finances and accounts of such Person with the agents and representatives of any Agent in the provisos to accordance with this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesSection 7.01(f).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (Boxlight Corp)
Inspection Rights. (a) Permit At any reasonable time and from time to time, upon reasonable advance written notice, each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit representatives and independent contractors of the Administrative Agent CREDIT AGREEMENT – Page 117 (which may include any Lender designated by Administrative Agent) (a) to examine, inspect, review, evaluate and make physical verifications of the Mortgaged Properties and other Collateral in any manner and through any medium that Administrative Agent or such Lender considers advisable, (b) to visit and inspect any of its propertiesProperties, (c) to examine its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom, therefrom and (d) to discuss its affairs, finances business, operations, financial condition and accounts with its directors, officers, employees, and Registered Public Accounting Firm independent certified public accountants, at such reasonable times during normal business hours and as often as may be reasonably requested; provided that, other than with respect to such visits and inspections during the continuance of an Event of Default, (i) only Administrative Agent on behalf of the Lenders may exercise rights under this Section 7.6, (ii) with respect to any Mortgaged Properties operated by Persons other than a Loan Party or an Affiliate thereof, prior consent from all applicable third party operators for visiting such Mortgaged Properties has been obtained (and each Loan Party agrees to use commercially reasonable efforts to obtain such consents upon the reasonable advance notice to the Lead Borrowerrequest of Administrative Agent), and in each case, all health and safety procedures and policies of each applicable Loan Party, Subsidiary, and such third party operators are complied with during such visits, and (iii) Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year; provided, howeverfurther, that unless when an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the exists Administrative Agent or professionals any Lender (including investment bankers, consultants, accountants, and lawyersor any of their respective representatives or independent contractors) retained by may do any of the Administrative Agent to conduct commercial finance examinations and other evaluations foregoing under this Section 7.6 at the frequency specified below, including, without limitation, sole cost and expense of (i) the Lead Borrower’s practices in the computation of the Borrowing Base Borrower and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred during normal business hours and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesupon reasonable advance notice.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its propertiesProperties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts Accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerBorrowers; provided, however, that unless when an Event of Default has occurred and is continuing, only one visit in exists Agent or any calendar year shall be permitted and such visit shall be Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the Loan Parties’ expense.
(b) Upon the request expense of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is Borrowers at any time less than 15% for five (5) consecutive Business Daysduring normal business hours and without advance notice. The Obligors agree that Agent, and its representatives, may conduct an annual audit of the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawCollateral, at the expense of the Loan PartiesObligors. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor (unless such inspection, appraisal or report form the basis for an adjustment to the Borrowing Base or any component thereof, in which case the same shall be shared by Agent to Borrower Agent upon the request of Borrower Agent). To the extent any inspection result, appraisal or report is shared by Agent or a Lender with any Obligor, such Obligor shall not be entitled to rely upon it.
(cb) Upon the request Reimburse Agent for all reasonable charges, costs and expenses of Agent (consistent with those charged by Agent to its other similarly situated customers) in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to one time per Loan Year or, if Availability falls below 60% (but is equal to or greater than 25%) of the Administrative Agent after reasonable prior noticelesser of the Borrowing Base (without giving effect to the LC Reserve for purpose of this calculation) and the amount of the Revolver Commitments then in effect, permit up to two times per Loan Year or, if Availability falls below 25% of the Administrative lesser of the Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation) and the amount of the Revolver Commitments then in effect, up to three times per Loan Year; and (ii) appraisals of Inventory up to one time per Loan Year or, if Availability falls below 25% of the lesser of the Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation) and the amount of the Revolver Commitments then in effect, two times per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to the foregoing, Borrowers shall pay Agent’s standard charges ($1,000 per day as of the Closing Date) for each day that an employee of Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateralits Affiliates is engaged in any examination activities, including, without limitation, the assets included in the Borrowing Base. The Loan Parties and shall pay the reasonable and documented out-of-pocket fees and expenses standard charges of the Administrative Agent and such professionals with respect Agent’s internal appraisal group. This Section shall not be construed to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted limit Agent’s right to conduct up examinations or to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is obtain appraisals at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriatediscretion, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesnor to use third parties for such purposes.
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent any Lender, subject to reasonable advance notice to, and reasonable coordination with, the Borrower and during normal business hours, to visit and inspect any the properties of its propertiesthe Loan Parties, to examine its at the Borrower’s expense as provided in clause (b) below, inspect, audit and make extracts from the Loan Parties’ corporate, financial and or operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, employees, agents, advisors and Registered Public Accounting Firm at independent accountants (subject to such reasonable times during normal business hours upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred accountants’ customary policies and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at procedures) the Loan Parties’ expensebusiness, financial condition, assets and results of operations (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants). No such inspection or visit shall unduly interfere with the business or operations of the Loan Parties, nor result in any damage to the property or other Collateral. Neither the Administrative Agent nor any Lender shall have any duty to the Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower. The Borrower acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them.
(b) Upon the request of Reimburse the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the for all reasonable and documented out-of-pocket fees costs and expenses of the Administrative Agent and such professionals in connection with respect to such (i) two (2) examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at per fiscal year of the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at books and records or any time less than 15% for five (5) consecutive Business Days, other financial or Collateral matters as the Administrative Agent shall be permitted deems appropriate and (ii) appraisals of Collateral. Subject to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding without limiting the foregoing, the Borrower specifically agrees to pay the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriateAgent’s then standard charges for examination activities, at its own expense or, (ii) if required by Law, at including the expense of the Loan Parties.
(c) Upon the request standard charges of the Administrative Agent after reasonable prior notice, permit Agent’s internal appraisal group. This Section shall not be construed to limit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent Agent’s right to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and use third parties for such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiespurposes.
Appears in 1 contract
Sources: Senior Secured Super Priority Priming Debtor in Possession Credit Agreement (Cenveo, Inc)
Inspection Rights. (a) Permit Each Loan Party will permit any representatives and independent contractors of designated by the Administrative Agent and Collateral Agent Agent, upon reasonable prior notice, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts condition with its directorsofficers and to examine and make extracts from its books and records, officers, and Registered Public Accounting Firm all at such reasonable times during normal business hours and as may be reasonably requested upon reasonable advance notice to the Lead Borrower; providedprovided that, howeverexcluding any such visits and inspections during the continuation of an Event of Default, the Agent shall not exercise such rights more often than two (2) times during any calendar year, and only one (1) such time shall be at the Borrower’s expense; provided further that unless when an Event of Default has occurred exists, the Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and is continuing, only one visit upon reasonable advance notice. Nothing contained in any calendar year this SECTION 5.10(a) shall be permitted and such visit shall be at deemed to limit or modify the Loan Parties’ expenserights of the Agent under SECTION 5.10(b) hereof.
(b) Upon Each Loan Party will, subject to the limits on the number of appraisals set forth the below, from time to time upon the request of the Administrative Agent after reasonable prior noticeAgent, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers, examiners and lawyersappraisers) retained by the Administrative Agent Agent, on reasonable prior notice and during normal business hours, to conduct commercial finance examinations and other evaluations at the frequency specified belowappraisals, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to such examinations evaluations and evaluationsappraisals. Notwithstanding If the foregoing, except sum of (i) Unrestricted Cash plus (ii) Availability is less than $500,000,000.00 as provided in of the provisos to this sentenceend of any Fiscal Quarter, the Administrative Agent may, and at the request of the Required Lenders, shall be permitted conduct up to conduct one (1) commercial finance examination appraisal of the Loan Parties’ Intellectual Property and one (1) appraisal of the Loan Parties’ Fixtures and Equipment at each Store, Kiosk, distribution center or other location at any time during the twelve-month period following the end of such Fiscal Year Quarter, at the Loan Parties’ expense; provided that. Notwithstanding anything to the contrary contained herein, in after the event that Excess Availability Percentage is at occurrence and during the continuance of any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuingor as required by Applicable Law, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (may, and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding request of the foregoingRequired Lenders, the Administrative Agent may shall cause such additional commercial finance examinations Intellectual Property and Fixtures and Equipment appraisals to be undertaken (i) taken as it the Agent, in its discretion deems reasonable discretion, or the Required Lenders, in their reasonable discretion, as applicable, determine are necessary or appropriate, at its own expense or, appropriate (ii) if required by Laweach, at the expense of the Loan Parties).
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable at all times retain independent certified public accountants of national standing and documented out-of-pocket fees shall instruct such accountants to cooperate with, and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentencebe available to, the Administrative Agent shall be permitted or its representatives to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at discuss the annual audited statements, the Loan Parties’ expensefinancial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Agent; provided that in a representative of the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent Borrower shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at given the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals opportunity to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiespresent all such discussions.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time when an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1or any of its respective representatives or independent contractors) commercial finance examination each Quarterly Accounting Period (and in may do any event no more than four each Fiscal Year) at of the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, foregoing at the expense of the Loan PartiesBorrower at any time during normal business hours and without advance notice.
(cb) Upon Subject to the request of reimbursement limitations contained in the next sentence, at any time upon the Administrative Agent’s reasonable request, the Loan Parties will allow the Administrative Agent after reasonable prior notice(or its designee) to conduct field examinations to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems, permit and prepared on a basis reasonably satisfactory to the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent Agent, such field examinations to conduct appraisals of the Collateral, includinginclude, without limitation, the assets included in the Borrowing Baseinformation required by applicable Law. The Loan Parties Borrower shall pay reimburse the Administrative Agent for all reasonable and documented out-of-pocket fees charges, costs and expenses of the Administrative Agent and such professionals (including a reasonable per diem field examination charge) related thereto with respect to no more than one such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expensefield examination during each calendar year; provided that in the event that the Excess if Availability Percentage is at any time less than or equal to 15the greater of (i) 20.0% for five of the Borrowing Base and (5ii) consecutive Business Days$15,000,000, the Borrower shall reimburse the Administrative Agent for all reasonable and documented out-of-pocket charges, costs and expenses (including a reasonable per diem field examination charge) incurred in connection with a second such field examination during such calendar year (without any obligation on the part of the Administrative Agent to conduct such examination); and provided, further, that when an Event of Default has occurred and is continuing, there shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period no limitation on the number or frequency of field examinations that shall be at the Borrowers’ expense; provided further that if sole expense of the Borrower. For the purposes of clarity, any field examination commenced when an Event of Default has occurred and is continuing may be completed at the Borrower’s sole expense notwithstanding the cessation of such Event of Default. The Secured Parties shall have no duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party. The Borrower acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and/or the Lenders are for their purposes, and the Borrower shall not be permitted entitled to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesrely upon them.
Appears in 1 contract
Inspection Rights. (a) Permit Each Loan Party will permit any representatives and independent contractors of designated by the Administrative Agent and Collateral Agent Agent, upon reasonable prior notice, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts condition with its directorsofficers and to examine and make extracts from its books and records, officers, and Registered Public Accounting Firm all at such reasonable times during normal business hours and as may be reasonably requested upon reasonable advance notice to the Lead Borrower; providedprovided that, howeverexcluding any such visits and inspections during the continuation of an Event of Default, that unless only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this SECTION 5.10(a) and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year, absent the existence of an Event of Default has occurred and is continuing, only one visit in any calendar year shall be permitted and (1) such visit time shall be at the Loan Parties’ Lead Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Lead Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Lead Borrower the opportunity to participate in any discussions with the Lead Borrower’s independent public accountants. Nothing contained in this SECTION 5.10(a) shall be deemed to limit or modify the rights of the Administrative Agent under SECTION 5.10(b) hereof.
(b) Upon Each Loan Party will from time to time upon the request of the Administrative Agent after reasonable prior noticeAgent, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and lawyersappraisers) retained by the Administrative Agent Agent, on reasonable prior notice and during normal business hours, to conduct appraisals and commercial finance examinations and other evaluations at the frequency specified belowexaminations, including, without limitation, of (i) the Lead Borrower’s Borrowers’ practices in the computation of the then FILO Borrowing Base (or, if the FILO Commitments have been terminated, the then Tranche A Borrowing Base), and (ii) the assets included in the then FILO Borrowing Base (or, if the FILO Commitments have been terminated, the then Tranche A Borrowing Base) and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Subject to the following, the Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and or such professionals with respect to such examinations evaluations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the appraisals.
(i) The Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to may conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further thateach calendar year, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess that, if Availability Percentage is at any time less than or equal to either (i) fifteen percent (15% %) of the lesser of (A) the then FILO Borrowing Base (or, if the FILO Commitments have been terminated, the then Tranche A Borrowing Base) and (B) the then Revolving Credit Ceiling, in each case for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two or (2ii) Inventory appraisals and two (2) Scripts appraisals in $75,000,000 at any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoingtime, the Administrative Agent may conduct up to three (3) commercial finance examinations in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one (1) additional commercial finance examination in each calendar year at the sole expense of the Administrative Agent, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional appraisals commercial finance examinations to be undertaken (i) taken as it the Administrative Agent, in its discretion deems reasonable discretion, determine are necessary or appropriate, at its own expense or, appropriate (ii) if required by Laweach, at the expense of the Loan Parties).
(ii) The Administrative Agent may conduct up to two (2) appraisals of the Loan Parties’ Inventory in each calendar year, each at the Loan Parties’ expense; provided that, if Availability is less than either (i) fifteen percent (15%) of the lesser of (A) the then FILO Borrowing Base (or, if the FILO Commitments have been terminated, the then Tranche A Borrowing Base) and (B) the then Revolving Credit Ceiling, in each case for five (5) consecutive Business Days, or (ii) $75,000,000 at any time, the Administrative Agent may conduct up to three (3) appraisals of the Loan Parties’ Inventory in each calendar year, each at the Loan Parties’ expense. Notwithstanding anything to the contrary contained herein, the Administrative Agent (A) may undertake one (1) additional Inventory appraisal in each calendar year at the sole expense of the Administrative Agent, and (B) after the occurrence and during the continuance of any Specified Default, may cause such additional Inventory appraisals to be taken as the Administrative Agent, in its reasonable discretion, determine are necessary or appropriate (each, at the expense of the Loan Parties).
(c) The Loan Parties shall at all times retain independent certified public accountants of national standing and shall instruct such accountants to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the annual audited statements, the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants for such audited statements, as may be raised by the Administrative Agent; subject, however, if requested by such accountants, to the execution of an access agreement by the Administrative Agent and such accountants in form reasonably satisfactory to each of them; provided that a representative of the Lead Borrower shall be given the opportunity to be present all such discussions.
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its propertiesthe properties of the Parent or any Subsidiary, to examine its corporate, financial and operating records, (and make copies thereof or abstracts therefrom) any of the corporate, financial and operating records of the Parent or any Subsidiary, and to discuss its the affairs, finances and accounts of the Parent or any Subsidiary with such Person’s chief executice officer and chief financial officer and, in the presence of either such officer, its directorsindependent public accountants, officers, and Registered Public Accounting Firm at such reasonable times during normal business hours (other than at any time during the ten (10) day period which precedes and follows the end of each fiscal quarter of the Parent) and as often as may be reasonably desired, upon reasonable advance notice to the Lead BorrowerParent; provided, however, that unless when an Event of Default has occurred exists the Administrative Agent (or any of its representatives) may do any of the foregoing at any time during normal business hours and is continuing, only one visit without advance notice. The Loan Parties shall reimburse the Administrative Agent for the reasonable out-of-pocket and documented expenses (including the per diem fees of its representatives) for up to two (2) such visits and inspections in any fiscal year, provided that if when an Event of Default exists the Loan Parties shall reimburse the Administrative Agent and the Lenders for the expenses of all such visits and inspections. If any Lender so requests, such Lender and its representatives shall be permitted, at the expense of such Lender, to accompany the Administrative Agent on any such visits and inspections.
(b) If requested by the Administrative Agent in its sole discretion, (i) permit the Administrative Agent, and its representatives, upon reasonable advance notice to the Parent, to conduct an audit of the Collateral at the expense of the Parent, and (ii) promptly deliver to the Administrative Agent (A) asset appraisal reports with respect to all of the property of the Parent and its Subsidiaries and (B) a written audit of the accounts receivable, inventory, payables, controls and systems of the Parent and its Subsidiaries; provided that the Administrative Agent shall not be permitted to request any of the foregoing items more than once per calendar year shall and three times during the term of this Agreement.
(c) Following the occurrence and during the existence of any Event of Default, upon the reasonable written request of the Administrative Agent if any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be permitted reasonably expected to cause) the representations and such visit shall warranties set forth in Section 6.09 to be untrue in any material respect, furnish or cause to be furnished to the Administrative Agent, at the Loan Parties’ expense.
, a report of an environmental assessment of reasonable scope, form and depth, (bincluding, where appropriate, invasive soil or groundwater sampling) Upon the request of by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Facilities and as to the compliance by the Loan Parties with Environmental Laws at any Facilities. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after reasonable prior notice, permit receipt of such written request then the Administrative Agent or professionals (including investment bankers, consultants, accountantsmay arrange for the same, and lawyers) retained the Loan Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable and documented cost of any assessment arranged for by the Administrative Agent pursuant to conduct commercial finance examinations and other evaluations at this provision will be payable by the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay on demand and added to the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Fiscal Year at the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained obligations secured by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan PartiesCollateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Brightpoint Inc)
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent and Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm Firm, all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, howeverthat, that unless when an Event of Default has occurred and is continuing, only one visit in exists the Administrative Agent (or any calendar year shall be permitted and such visit shall be of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties’ expenseParties at any time during normal business hours and without advance notice.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance field examinations and other evaluations at the frequency specified belowevaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and Base, (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, and (iii) the Loan Parties’ business plan and cash flows. The So long as there are no Credit Extensions outstanding hereunder at any time during any Fiscal Year, Loan Parties shall not be obligated to pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluationsevaluations during such Fiscal Year. Notwithstanding If, however, there are any Loans outstanding hereunder at any time during any Fiscal Year and Excess Availability is not, while such Loans are outstanding, less than the foregoingamount equal to fifteen percent (15%) of the Loan Cap for any four (4) consecutive Business Days, except as provided in then the provisos to this sentence, Loan Parties acknowledge that the Administrative Agent shall be permitted to conduct may, in its discretion, undertake one (1) commercial finance field examination each during such Fiscal Year at the Loan Parties’ expense; provided provided, that, in the event that if Excess Availability Percentage is less than the amount equal to fifteen percent (15%) of the Loan Cap for any four (4) consecutive Business Days at any time less than 15% for five (5) consecutive Business Dayswhile such Loans are outstanding, then the Loan Parties acknowledge that the Administrative Agent shall be permitted to conduct may, in its discretion, undertake up to two (2) commercial finance examinations in any twelve-month period field examination during such Fiscal Year at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the BorrowersLoan Parties’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance field examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The So long as there are no Credit Extensions outstanding hereunder at any time during any Fiscal Year, Loan Parties shall not be obligated to pay the reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisalsappraisals during such Fiscal Year. Notwithstanding If, however, there are any Loans outstanding hereunder at any time during any Fiscal Year and Excess Availability is not, while such Loans are outstanding, less than the foregoingamount equal to fifteen percent (15%) of the Loan Cap for any four (4) consecutive Business Days, except as provided in then the provisos to this sentence, Loan Parties acknowledge that the Administrative Agent shall be permitted to conduct up to may, in its discretion, undertake one Inventory (1) appraisal and one Scripts appraisal in any twelve-month period during such Fiscal Year at the Loan Parties’ expense; provided that in the event that the provided, that, if Excess Availability Percentage is less than the amount equal to fifteen percent (15%) of the Loan Cap for any four (4) consecutive Business Days at any time less than or equal to 15% for five (5) consecutive Business Dayswhile such Loans are outstanding, then the Loan Parties acknowledge that the Administrative Agent shall be permitted to conduct may, in its discretion, undertake up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period during such Fiscal Year at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the BorrowersLoan Parties’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i1) as it in its discretion deems necessary or appropriate, at its own expense or, (ii2) if required by LawLaw or if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (Stein Mart Inc)
Inspection Rights. (a) Permit representatives and independent contractors of any representative designated by the Administrative Agent and Collateral Agent each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officersofficers and independent public accountants, and Registered Public Accounting Firm all at such reasonable times during normal business hours and, subject to the limitation below, as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; providedprovided that, however, that unless excluding any such visits and inspections when an Event of Default has occurred and is continuingexists, only one visit in any calendar year shall be permitted and such visit shall be at the Loan Parties’ expense.
(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations at the frequency specified below, including, without limitation, of (i) the Lead Borrower’s practices in the computation on behalf of the Borrowing Base Lenders may exercise visitation and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Loan Parties shall pay the reasonable and documented out-of-pocket fees and expenses inspection rights of the Administrative Agent and the Lenders under this Section 6.10 (and representatives of any Lender may accompany the Administrative Agent on any such professionals with respect to visit at their own expense) and the Administrative Agent shall not exercise such examinations rights more often than two times during any calendar year absent the existence of an Event of Default and evaluations. Notwithstanding only one such time shall be at the foregoing, except as Borrower's expense; provided in the provisos to this sentencefurther that (a) when an Event of Default exists, the Administrative Agent shall be permitted to conduct one or any Lender (1or any of their respective representatives or independent contractors) commercial finance examination each Fiscal Year at may do any of the Loan Parties’ expense; provided that, in the event that Excess Availability Percentage is at any time less than 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) commercial finance examinations in any twelve-month period at the Borrowers’ expense; provided further that, at any time an Event of Default has occurred and is continuing, the Administrative Agent shall be permitted to conduct one (1) commercial finance examination each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by Law, foregoing at the expense of the Loan Parties.
Borrower at any time during normal business hours and without advance notice and (cb) Upon so long as no Event of Default exists, advance notice of any discussion with such independent public accountant shall be given to the request Borrower and the Borrower shall have the opportunity to be present at any such discussion. Notwithstanding anything to the contrary in this Agreement, none of the Administrative Agent after reasonable prior noticeBorrower or the Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information that is not reasonably related to the actual or projected financial results or results of operations of the Borrower and its Subsidiaries, (b) in respect of which disclosure to the Administrative Agent or professionals any Lender (including appraisersor their respective representatives or contractors) retained is prohibited by the Administrative Agent Law or any binding, arm's-length agreement with a third party or (c) is subject to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the reasonable and documented outattorney-of-pocket fees and expenses of the Administrative Agent and such professionals with respect to such appraisals. Notwithstanding the foregoing, except as provided in the provisos to this sentence, the Administrative Agent shall be permitted to conduct up to one Inventory appraisal and one Scripts appraisal in any twelve-month period at the Loan Parties’ expense; provided that in the event that the Excess Availability Percentage is at any time less than client or equal to 15% for five (5) consecutive Business Days, the Administrative Agent shall be permitted to conduct up to two (2) Inventory appraisals and two (2) Scripts appraisals in any twelve-month period at the Borrowers’ expense; provided further that if an Event of Default has occurred and is continuing the Administrative Agent shall be permitted to conduct one (1) Inventory appraisal and one (1) Scripts appraisal each Quarterly Accounting Period (and in any event no more than four each Fiscal Year) at the Borrowers’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken (i) as it in its discretion deems necessary similar privilege or appropriate, at its own expense or, (ii) if required by Law, at the expense of the Loan Partiesconstitutes attorney work product.
Appears in 1 contract
Sources: Credit Agreement (Kbr, Inc.)