Common use of Inspection Clause in Contracts

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Appears in 6 contracts

Sources: Indenture (CNH Equipment Trust 2021-B), Indenture (CNH Equipment Trust 2021-B), Indenture (CNH Equipment Trust 2019-C)

Inspection. The Issuing Entity agrees thatBorrower will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit the Administrative Agent and any representative or each Lender, by its respective representatives and agents, to inspect any of the Indenture TrusteeProperty, during corporate books and financial records of the Issuing Entity’s normal business hoursBorrower and each of its Subsidiaries (each an “Inspection”), to examine all and make copies of the books of account, records, reports accounts and other papers financial records of the Issuing Entity, to make copies Borrower and extracts therefrom, to cause such books to be audited by Independent certified public accountantseach of its Subsidiaries, and to discuss the Issuing Entity’s affairs, finances and accounts with of the Issuing Entity’s officersBorrower and each of its Subsidiaries with, employees and Independent certified public accountantsto be advised as to the same by, all their respective officers at such reasonable times and intervals as often as the Administrative Agent or such Lender may designate; provided that, unless a Default or Event of Default has occurred and is continuing, (a) Inspections may only be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationmade by the Administrative Agent; provided, however, that any Lender may accompany the foregoing Administrative Agent during any such Inspection and (b) the Administrative Agent shall not be construed entitled to prohibit: make more than two (2) Inspections in any twelve (12) month period. Prior to the occurrence of a Default or Event of Default, the Administrative Agent will use reasonable efforts to minimize any disruption to the business of the Borrower and its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerconstitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by Law or any binding agreement with any third party or (iii) in the Borrower’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Borrower shall make available redacted versions of any and all information: (A) requested documents or, if required unable to do so by any applicable statuteconsistent with the preservation of such privilege, law, rule or regulation, (B) shall endeavor in good faith otherwise to any government agency or regulatory or self-regulatory body having or claiming authority disclose information responsive to regulate or oversee any aspects the requests of the Indenture Trustee’s business or that of its AffiliatesAdministrative Agent, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Lender or any officerof their respective representatives and agents, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, manner that the Indenture Trustee advises will protect such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsprivilege.

Appears in 6 contracts

Sources: Revolving Credit Agreement (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/)

Inspection. The Issuing Entity agrees thatRevolving Administrative Agent (by any of its officers, employees and agents), on reasonable prior notice, it will permit any representative behalf of the Indenture TrusteeSecured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and at any reasonable times during the Issuing Entitysuch Grantor’s normal usual business hours, to examine all inspect the books of account, records, reports Collateral (including inspecting Vehicles and other papers conducting random samples of the Issuing EntityNet Book Value of the Used Vehicles), all records related thereto (and to make extracts or copies from such records), and the premises upon which any of the Collateral is located, to make copies discuss such Grantor’s affairs and extracts therefromfinances with any Person (other than Persons obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and to verify with any Person other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to cause discuss such books Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount, quality, value and condition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Revolving Administrative Agent may at any time and from time to time employ and maintain on such Grantor’s premises a custodian selected by the Revolving Administrative Agent who shall have full authority to do all acts necessary to protect the Revolving Administrative Agent’s (for the benefit of the Secured Parties) interest. All expenses incurred by the Revolving Administrative Agent, on behalf of the Secured Parties, by reason of the employment of such custodian shall be audited paid by Independent certified public accountantssuch Grantor on demand from time to time and shall be added to the Secured Obligations secured by the Collateral, and any amounts not so paid on demand (in addition to discuss other rights and remedies resulting from such nonpayment) shall bear interest from the Issuing Entity’s affairs, finances and accounts with date of demand until paid in full at the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Appears in 5 contracts

Sources: Security Agreement, Security Agreement (Sonic Automotive Inc), Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, Trustee or the Backup Servicer during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent independent certified public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee or the Backup Servicer may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, however, that the foregoing shall not be construed to prohibit: prohibit (i) disclosure of any and all information that is or becomes publicly knownknown through no fault of the Indenture Trustee or the Backup Servicer, or information obtained by the Indenture Trustee or the Backup Servicer from sources other than the Issuing Entity or ServicerIssuer, (ii) disclosure of any and all information: information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or the Backup Servicer or that of its Affiliatesaffiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee Trustee, the Backup Servicer or an Affiliate affiliate or any an officer, director, employee employer or shareholder thereof is subjecta party, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and herein approved in advance by the Issuing Entity Issuer or (E) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee or the Backup Servicer having a need to know the same; provided, that that, the Indenture Trustee or the Backup Servicer advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosed, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 5 contracts

Sources: Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD)

Inspection. The Issuing Entity agrees thatIssuer will, on reasonable prior noticeand will cause each of its Restricted Subsidiaries to, it will permit any authorized representative designated by the Required Purchasers to visit and inspect any of the Indenture Trustee, during properties of the Issuing Entity’s normal business hoursIssuer and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to examine all the books of accountinspect, copy and take extracts from its and their respective financial and accounting records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Issuing Entity’s officersIssuer (or any of its subsidiaries) may, employees and Independent certified public accountantsif it so chooses, be present at or participate in any such discussion) at the expense of the Issuer, all upon reasonable notice and at such reasonable times during normal business hours; provided that (a) only the Purchaser Representative on behalf of and at the direction of the Required Purchasers may exercise the rights of the Required Purchasers under this Section 5.06 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default, the Purchaser Representative shall not exercise such rights more often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationthan one time during any calendar year; provided, howeverfurther, that when an Event of Default exists, the Purchaser Representative (or any of its representatives or independent contractors) at the direction of the Required Purchasers may do any of the foregoing at the expense of the Issuer at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding anything to the contrary herein, neither the Issuer nor any Restricted Subsidiary shall not be construed required to prohibit: (i) disclosure disclose, permit the inspection, examination or making of any and all information that is copies of or becomes publicly knowntaking abstracts from, or information obtained by the Indenture Trustee from sources discuss any document, information, or other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: matter (A) if required to do so by that constitutes non-financial trade secrets or non-financial proprietary information of the Issuer and its subsidiaries and/or any applicable statute, law, rule or regulationof its customers and/or suppliers, (B) in respect of which disclosure to such Purchaser (or any government agency of their respective representatives or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects contractors) is prohibited by applicable Requirements of the Indenture Trustee’s business or that of its AffiliatesLaw, (C) pursuant that is subject to any subpoena, civil investigative demand attorney-client or similar demand privilege or request of any court, regulatory authority, arbitrator constitutes attorney work product or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in respect of which the Issuer or any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) Restricted Subsidiary owes confidentiality obligations to any Affiliate, independent or internal auditor, agent, employee or attorney third party (provided that such confidentiality obligations were not entered into in contemplation of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient requirements of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (Athis Section 5.06), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Appears in 5 contracts

Sources: Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.)

Inspection. (a) The Issuing Entity agrees thatBorrower shall permit, on shall cause each Borrower Party and the Affiliated Project Parties to permit, and shall use commercially reasonable prior efforts to cause the EPC Contractors to permit, in accordance with the terms of the applicable Transaction Documents, at the expense of the Borrower, representatives of the Administrative Agent, the Independent Engineer and during the continuance of an Event of Default, the Lenders, with reasonable advance notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hourshours and at such intervals as such Person shall reasonably request, to examine all visit and inspect the books of account, records, reports Project and other papers of to witness and verify the Issuing EntityCompletion Tests, to examine, copy and make copies extracts from its (and extracts therefromtheir) books and records relating to the Project, to cause such books to be audited by Independent certified public accountantsinspect its Properties, and to discuss its (and their) business and affairs related to the Issuing Entity’s affairsProject with its (and their) officers and engineers, finances all to the extent reasonably requested by the Administrative Agent, the Independent Engineer or, during the continuance of an Event of Default, the Lenders (as the case may be). The Borrower will, and accounts will cause each other Borrower Party to, authorize its auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with the Issuing Entity’s officersofficers and designated representatives of the Administrative Agent and, employees if reasonably necessary, the Independent Engineer, in each case with reasonable cause at any reasonable time and Independent certified public accountantsupon prior written notice to the Borrower, all at regarding its accounts and operations; provided, that any written correspondence shall be made with a concurrent copy delivered to the Borrower Parties; and provided, further, that only two communications shall be made outside the presence of the Borrower in a given fiscal year (other than such reasonable times and as often as may be reasonably requested. communications made during the continuance of a Default or Event of Default). (b) The Indenture Trustee Borrower shall permit, and shall cause its representatives each other Borrower Party to hold in confidence all such information; providedpermit, howeverthe Administrative Agent, that the foregoing shall not be construed Independent Engineer and, to prohibit: the extent reasonably necessary, any other Independent Consultant to review (i) disclosure of any all Plans and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerSpecifications, (ii) disclosure of any quality control data and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialperformance test data, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized data relating to the Project or to the progress of construction as may be reasonably requested by the Issuing Entity Administrative Agent, the Independent Engineer or such other Independent Consultant. Further, the Servicer or (iv) disclosure Borrower shall permit, and shall cause each other Borrower Party to permit, the Administrative Agent, the Independent Engineer and, to the extent reasonably necessary, any other parties Independent Consultant to monitor, witness and review the Work. (c) The Borrower shall give timely notice of and permit, and shall cause each other Borrower Party, and use commercially reasonable efforts to cause the EPC Contractors, to give timely notice of and permit, the Administrative Agent, the Independent Engineer, and, to the transactions contemplated extent reasonably necessary, any other Independent Consultant to attend, (i) all Project construction progress review meetings held by any such Person or its agents or representatives and (ii) any and all Completion Tests or other performance tests of the Basic DocumentsProject or any component thereof (whether any such test is to be conducted on or off the Site).

Appears in 5 contracts

Sources: Credit Agreement, Credit Agreement (NRG Yield, Inc.), Credit Agreement (NRG Yield, Inc.)

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, any representative Lender, and each of the Indenture Trustee, during the Issuing Entity’s normal business hourstheir respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent or any Lender, as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense in accordance with the provisions of this Agreement, subject to the limitations set forth below in Section 5.7(c). (b) 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 provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). (c) So long as no Event of Default shall have occurred and be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedcontinuing during a calendar year, however, that the foregoing Borrowers shall not be construed obligated to prohibit: reimburse Agent for more than one field examinations in such calendar year (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) increasing to two field examinations if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises Increased Inspection Event has occurred during such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialcalendar year), and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of one inventory appraisals in such information that it is required calendar year (increasing to make pursuant to the preceding clause (Atwo inventory appraisals if an Increased Inspection Event has occurred during such calendar year), in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (B) whether or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot consummated).

Appears in 4 contracts

Sources: Fifth Amendment to Credit Agreement and First Amendment to Guaranty and Security Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc)

Inspection. (a) The Issuing Entity Borrower agrees that, on with reasonable prior notice, it will permit permit, and cause each Subsidiary to permit, any representative representatives and consultants of the Indenture TrusteeLender Parties, during the Issuing Entity’s applicable Relevant Party's normal business hours, to examine on-site all the books of account, records, reports and other papers of the Issuing EntityRelevant Parties, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and the Borrower further agrees to discuss the Issuing Entity’s their affairs, finances and accounts with the Issuing Entity’s officers, employees and employees, Independent certified public accountantsaccountants and other consultants of such Lender Parties, all at such reasonable times and as often at the Borrower's expense; provided that except during the continuation of an Event of Default, such examinations may occur no more frequently than two times per calendar year. The Borrower shall promptly deliver copies of any Portfolio Documents as may be reasonably requested. requested by Administrative Agent from time to time. (b) The Indenture Trustee shall Borrower will permit, and shall cause its representatives each Subsidiary to hold permit, the Administrative Agent to conduct, in confidence all such informationeach case, at the sole cost and expense of the Borrower, field audits and examinations of the Projects, and appraisals of the Projects; provided, howeverthat, that the foregoing shall not be construed to prohibit: (i) disclosure such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period (except, during the existence and continuance of any an Event of Default, there shall be no limit on the number of additional field audits and all information examinations and appraisals that is or becomes publicly known, or information obtained by shall be permitted at the Indenture Trustee from sources other than the Issuing Entity or Servicer, Borrowers’ expense) and (ii) disclosure except during the continuance of any an Event of Default, the Administrative Agent shall consult with the Borrower regarding the costs and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure expenses of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsfield audits and examinations and appraisals.

Appears in 4 contracts

Sources: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)

Inspection. The Issuing Entity agrees that(a) At all times during the term hereof, on reasonable the Servicer shall afford the Owner Trustee, the Note Insurer, and the Indenture Trustee and their authorized agents, upon three (3) Business Days' prior written notice, it reasonable access during normal business hours to the Servicer's records and files relating to the Receivables and the Trust Property and will permit cause its personnel to assist in any representative examination of such records by the Owner Trustee, the Note Insurer, or the Indenture Trustee. The examination referred to in this Section 2.21 will be conducted in a manner which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations. Without otherwise limiting the scope of the examination, the Owner Trustee, the Note Insurer, or the Indenture Trustee may, using generally accepted audit procedures, verify the status of each Receivable and review the Servicer Files and records relating thereto for conformity to monthly reports prepared pursuant to Section 2.02(c) and compliance with the standards represented to exist as to each Receivable in this Servicing Agreement. Nothing herein shall require the Owner Trustee, the Note Insurer, or the Indenture Trustee to conduct any inspection pursuant to this Section. (b) At all times during the Issuing Entity’s normal business hoursterm hereof, the Servicer shall keep available at its office located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (or such other location as to examine all which it shall give written notice to the books of accountIndenture Trustee), recordsfor inspection by the Owner Trustee, reports the Note Insurer, the Indenture Trustee and other papers Noteholders, a copy of the Issuing EntitySchedule of Receivables. (c) All information obtained by the Owner Trustee or the Indenture Trustee regarding the Obligors and the Receivables, whether upon exercise of its rights under this Section 2.21 or otherwise, shall be maintained by the Owner Trustee or the Indenture Trustee in confidence and shall not be disclosed to make copies and extracts therefromany other person, to cause such books to except as otherwise required by applicable law or regulation. (d) The Servicer will, at the Owner Trustee's or the Note Insurer's request, provide the Owner Trustee, the Indenture Trustee or the Note Insurer with a data extract disk of portfolio information. One disk per month will be audited by Independent certified public accountantsprovided without charge, and to discuss the Issuing Entity’s affairs, finances and accounts with Owner Trustee will pay the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationServicer $125.00 each for any subsequent disks; provided, however, that the foregoing such additional fee for subsequent disks shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) apply to any government agency or regulatory or self-regulatory body having or claiming authority disks provided to regulate or oversee any aspects of the Indenture Owner Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining the Note Insurer to correct information previously provided by the Servicer to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Owner Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsNote Insurer.

Appears in 4 contracts

Sources: Servicing Agreement (Capital One Auto Receivables LLC), Servicing Agreement (Capital One Auto Finance Trust 2002-C), Servicing Agreement (Capital One Auto Receivables Trust 2001-B)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will Borrowers shall permit any representative Agent and its representatives to make such verifications and inspections of the Indenture TrusteeCollateral and to make audits and inspections, at any time during the Issuing Entity’s normal business hourshours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, to examine all the books of accountBorrowers’ books, accounts, records, reports correspondence and such other papers as it may desire and of Borrowers’ premises and the Issuing Entity, to make Collateral. Borrowers shall supply Agent with copies and extracts therefrom, shall permit Agent to cause copy such books to be audited by Independent certified public accountantsrecords and papers as Agent shall request, and shall permit Agent to discuss the Issuing Entity’s Borrowers’ affairs, finances finances, and accounts with the Issuing Entity’s Borrowers’ employees, officers, employees and Independent certified independent public accountants, accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall cause be in addition to, and not in lieu of its representatives rights under this Section 9.2. Each Lender shall have the right, at its own expense, to hold accompany the Agent on any such audit or inspection. No Availability calculation shall include Collateral acquired in confidence a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all such information; provided, however, that the foregoing applicable field examinations or audits and appraisals (which costs shall not be construed included in the limits provided above) satisfactory to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of Agent in its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsPermitted Discretion.

Appears in 4 contracts

Sources: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)

Inspection. The Issuing Entity agrees thatEach Credit Party shall, on reasonable prior noticeand shall cause each of its Restricted Subsidiaries to, it will permit representatives and independent contractors of Agent to visit and inspect any representative Properties of the Indenture Trustee, during the Issuing Entity’s normal business hoursany Credit Party, to examine all the books of accountits corporate, financial and operating records, reports and other papers of the Issuing Entity, to make copies and extracts thereof or abstracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s its affairs, finances and accounts with the Issuing Entity’s its directors, managers, officers, employees and Independent certified independent public accountants, all at the reasonable expense of the Credit Parties and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that Agent shall not exercise such rights more often than one (1) time during any calendar year absent the existence and as often as may be reasonably requested. The Indenture Trustee shall and shall cause continuance of an Event of Default; provided further that when an Event of Default exists, Agent (or any of its representatives to hold in confidence all such information; provided, however, that or independent contractors) may do any of the foregoing at the expense of the Credit Parties at any time during normal business hours and without advance notice. Agent shall not give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants; provided further that any Lender and its representatives and independent contractors may attend such inspections with the Agent at such Lender’s own cost and expense. Notwithstanding anything to the contrary in this Section 4.9, none of the Borrower or any of its Restricted Subsidiaries will be construed required to prohibit: disclose or permit the inspection or discussion of, any document, information or other matter (i) disclosure of any and all information that is constitutes non-financial trade secrets or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicernon-financial proprietary information, (ii) in respect of which disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Agent or any officer, director, employee Lender (or shareholder thereof their respective representatives or contractors) is subject, (D) in prohibited by Requirements of Law or any preliminary legally binding confidentiality agreement or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by that is subject to attorney client or similar privilege or constitutes attorney work product; provided that, in each case, the Issuing Entity or the Servicer or (iv) disclosure Borrower shall advise Agent that information is being withheld and shall use its commercially reasonable efforts to obtain a waiver of such obligation and/or communicate, to the other parties to extent feasible, the transactions contemplated by applicable information in a way that would not violate the Basic Documentsapplicable obligation.

Appears in 4 contracts

Sources: Credit Agreement (R1 RCM Inc. /DE), Credit Agreement (R1 RCM Inc.), Credit Agreement (R1 RCM Inc.)

Inspection. The Issuing Entity 7.1 Seller agrees thatthat Purchaser shall have until September 27, on reasonable prior notice, it will permit any representative of 2004 (the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, "INSPECTION PERIOD") in which to make copies all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof. In that regard Purchaser, personally or through its authorized agents or representatives, shall be entitled to enter upon the Land and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, Improvements at all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationtimes; provided, however, Purchaser shall give Seller not less than twenty-four (24) hours notice prior to the inspection if it desires to see the interior of any Improvements which are occupied by tenants in order to permit Seller to make appropriate arrangements for such inspection. Seller agrees to allow Purchaser personally, or through its duly authorized agents or representatives, to inspect and make copies of all books, records, operating statements, leases and such service contracts, franchise agreements and franchise materials, if any, construction contracts, employment agreements, assessments (special or otherwise), ad valorem and personal property tax bills and statements, utility bills, insurance policies, building permits, certificates of occupancy, notices or correspondence from governmental entities or tenants, and related items as are in Seller's possession or readily available, and Purchaser, or its authorized agents or representatives, shall have the right to make such investigations of the Land, the Improvements and aforesaid items as Purchaser deems necessary. Following the date of the expiration of the Inspection Period, Purchaser shall continue to have the right to enter upon the Property (after appropriate notice as set forth above) to conduct additional inspections, and in accordance with such continuing right of inspection, Purchaser shall have access to all books and records of the Property notwithstanding the fact that the foregoing Inspection Period (and rights of termination of this Agreement pursuant to such Inspection Period) may have expired. In the event that this transaction is not consummated, Purchaser shall not be construed return all such information and items to prohibit: Seller including all of the submission materials furnished by Seller to Purchaser pursuant to Article V of this Agreement, together with copies, without representation or warranty of any kind, of all third party reports obtained by Purchaser during the course of its inspection. Purchaser will indemnify, defend and hold Seller harmless from any and all loss, cost, expense, damage, liability, action or cause of action arising from (i) disclosure any physical property damage caused by Purchaser in the course of any and all information that is inspection, study or becomes publicly known, or information obtained investigation by the Indenture Trustee from sources other than the Issuing Entity or ServicerPurchaser, (ii) disclosure of any and all information: (A) if required injury to do so persons caused by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of Purchaser in the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure course of such information that it is required to make pursuant to the preceding clause (A)inspection, (B) study or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; investigation and (iii) any other disclosure authorized mechanics or materialmen's liens placed upon or against the Property or any portion thereof as a result of such inspection, study or investigation. The foregoing indemnification and hold harmless provision shall survive the termination of this Agreement. 7.2 If, within the Inspection Period, Purchaser shall, for any reason in Purchaser's sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of the Land, the Improvements or any item examined by Purchaser pursuant to Sections 5.1 or 7.1, or for no reason at all, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller on or before the Issuing Entity expiration of the Inspection Period, and the ▇▇▇▇▇▇▇ Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon this Agreement shall automatically be rendered null and void and thereafter neither Seller nor Purchaser shall have any further obligation or the Servicer or (iv) disclosure liabilities to the other parties hereunder. Notwithstanding anything set forth herein to the transactions contemplated contrary, in the event that Purchaser does not affirmatively and unequivocally elect, by written notice to Seller thereof prior to the Basic expiration of the Inspection Period, to waive its right to terminate this Agreement pursuant to this Section 7.2, Purchaser shall be deemed to have terminated this Agreement pursuant to this Section 7.2 as of the expiration of the Inspection Period and the ▇▇▇▇▇▇▇ Money previously deposited by Purchaser with Escrow Agent shall be immediately returned by Escrow Agent to Purchaser, whereupon this Agreement shall automatically be terminated and thereafter neither Seller nor Purchaser shall have any further obligations or liabilities to the other hereunder except as otherwise provided herein. 7.3 Following the expiration of the Inspection Period, Purchaser may terminate this Agreement by written notice thereof to Seller if Lender advises Purchaser that Purchaser's assumption of the Existing Financing is not or will not be approved or if Purchaser reasonably determines that Purchaser and Lender will not agree upon the terms and provisions of the Assumption Documents. In the event that Purchaser terminates this Agreement pursuant to this Section 7.3 on or before October 20, 2004, then the ▇▇▇▇▇▇▇ Money shall be returned by Escrow Agent to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that Purchaser terminates this Agreement pursuant to this Section 7.3 following October 20, 2004 and on or before November 15, 2004, then, notwithstanding anything set forth herein to the contrary, twenty-five percent (25%) of the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and seventy-five percent (75%) of the ▇▇▇▇▇▇▇ Money on hand with Escrow Agent hereunder shall be returned to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that Purchaser terminates this Agreement pursuant to this Section 7.3 following November 15, 2004 and on or before December 15, 2004, then, notwithstanding anything set forth herein to the contrary, fifty percent (50%) of the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and fifty percent (50%) of the ▇▇▇▇▇▇▇ Money on hand with Escrow Agent hereunder shall be returned to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that Purchaser extends the Closing Date to January 17, 2005 as provided in Section 8.1 hereof, and Purchaser terminates this Agreement pursuant to this Section 7.3 following December 15, 2004 and on or before January 17, 2005, then, notwithstanding anything set forth herein to the contrary, seventy-five percent (75%) of the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and twenty-five percent (25%) of the ▇▇▇▇▇▇▇ Money on hand with Escrow Agent hereunder shall be returned to Purchaser and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In the event that Purchaser extends the Closing Date to February 15, 2005 as provided in Section 8.1hereof, and Purchaser terminates this Agreement pursuant to this Section 7.3 following January 17, 2005, then, notwithstanding anything set forth herein to the contrary, all of the ▇▇▇▇▇▇▇ Money then on hand with Escrow Agent hereunder shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder.

Appears in 4 contracts

Sources: Agreement of Sale and Purchase (American Campus Communities Inc), Agreement of Sale and Purchase (American Campus Communities Inc), Agreement of Sale and Purchase (American Campus Communities Inc)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture TrusteeTrustee and any representative of the Kansas Commission, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent certified registered public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and the Kansas Commission shall, and shall cause its representatives to to, hold in confidence all such information; provided, however, information except to the extent disclosure may be required by applicable law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit: prohibit (ia) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerIssuer, provided such parties are rightfully in possession of such information, (iib) disclosure of any and all information: information (Ai) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, court or regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subjectauthority exercising its proper jurisdiction, (Diii) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to a copy of which has been filed with the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or SEC, (Eiv) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that such parties agree to be bound by the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialconfidentiality provisions contained in this Section 3.20, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (Cv) so that the Issuing Entity may seek appropriate protective orders to any Rating Agency or restrictions on the disclosure of the information involved; (iiic) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 4 contracts

Sources: Indenture (Atmos Energy Kansas Securitization I, LLC), Indenture (Atmos Energy Kansas Securitization I, LLC), Indenture (Atmos Energy Kansas Securitization I, LLC)

Inspection. The Issuing Entity agrees thatLandlord may enter the Premises at all reasonable times (with reasonable advance notice except in case of emergency) (i) to inspect the same; (ii) to exhibit the same to prospective purchasers, on mortgagees or tenants; (iii) to conduct tests, inspections and surveys to determine whether Tenant is complying with all of its obligations hereunder; (iv) to post notices of nonresponsibility or other notices that may be permitted hereunder; (v) to post "to Lease" signs of reasonable prior notice, it will permit any representative size upon the Premises during the last ninety (90) days of the Indenture TrusteeTerm; and (vi) to make repairs required or permitted to be made by Landlord or repairs to any adjoining space or any utility systems or to make repairs, during the Issuing Entity’s normal business hours, alterations or additions to examine all the books of account, records, reports and any other papers portion of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationBuilding or Aquatic Park; provided, however, that all such work shall be done as promptly and with as little interference to Tenant as reasonably possible. Tenant hereby waives all claims against Landlord for any injury or inconvenience to or interference with ▇▇▇▇▇▇'s business or any loss of occupancy or quiet enjoyment of the foregoing Premises resulting from ▇▇▇▇▇▇▇▇'s entry into the Premises or any work performed therein by Landlord. Landlord shall not be construed at all times have a key to prohibit: all doors in and about the Premises (i) disclosure of excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all information that is or becomes publicly knownmeans which Landlord may deem proper in an emergency to obtain entry to the Premises. Tenant also shall provide Landlord with written notice of the name, or information obtained address, telephone number, and ▇▇▇▇▇▇'s account number of the burglar alarm company (if any) utilized by Tenant for the Indenture Trustee from sources other than Premises. Any entry to the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so Premises by any applicable statute, law, rule of said means or regulation, (B) to otherwise shall not under any government agency circumstances be deemed a forcible or regulatory unlawful entry into or self-regulatory body having or claiming authority to regulate or oversee any aspects a detainer of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee Premises or an Affiliate eviction (actual or any officer, director, employee or shareholder thereof is subject, (Dconstructive) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to of Tenant from the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsPremises.

Appears in 4 contracts

Sources: Lease Agreement, Lease Agreement, Lease Agreement

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine At all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives upon at least 15 days' prior written notice to hold in confidence all such information; providedLessee, howeverLessor, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is Owner Participant or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or their respective authorized representatives may (not more than once every calendar year (unless an Affiliate Event of Default has occurred and is continuing when such inspection right shall not be so limited)) inspect the Aircraft and inspect and make copies (at Lessor's, the Owner Participant's or the Indenture Trustee's expense, as the case may be) of the books and records of Lessee relating to the maintenance of the Aircraft; any such inspection of the Aircraft shall be limited to a visual, walk-around inspection and shall not include opening any panels, bays or the like without the express consent of Lessee; provided that no exercise of such inspection right shall interfere with the operation or maintenance of the Aircraft by, or the business of, Lessee (or any officerSublessee). Upon receipt by Lessee of a written request from the Owner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled major overhaul to be performed on the Aircraft, directorLessee shall cooperate with the Owner Participant to enable the Owner Participant's authorized representative to observe the next scheduled major overhaul to be performed on the Aircraft; provided that, employee unless an Event of Default has occurred and is continuing (when such observation right shall not be so limited), Lessee shall be required to so cooperate only to the extent necessary to enable the Owner Participant's authorized representative to observe (i) one scheduled major overhaul during each three year period of the Term and (ii) (notwithstanding the foregoing clause (i) but only if a major overhaul is scheduled during the last year of the Term) one scheduled major overhaul during the last year of the Term; provided, further that the Owner Participant's authorized representative shall merely observe such major overhaul, shall not interfere with or shareholder thereof is subject, (D) extend in any preliminary manner the conduct or final offering circularduration of the major overhaul and shall not be entitled to direct any of the work performed in connection with such overhaul. In addition and notwithstanding the foregoing, prospectusLessee agrees to (i) perform all of Owner Participant's obligations under Section 3(c) of the Residual Agreement or any comparable provision of any Successor Residual Agreement and (ii) fully cooperate with any inspections of the Aircraft and any books, registration statement record or contract logs related thereto, conducted by or other document pertaining to the transactions contemplated behalf of by the Indenture and approved in advance by Manufacturer under the Issuing Entity Residual Agreement or (E) any Person who is the counterparty to any AffiliateSuccessor Residual Agreement. None of Lessor, independent the Owner Participant or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of shall have any disclosure of such information that it is required duty to make pursuant to the preceding clause (A), (B) any such inspection nor shall any of them incur any liability or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure obligation by reason of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot making such inspection.

Appears in 4 contracts

Sources: Lease Agreement (Northwest Airlines Corp), Lease Agreement (Northwest Airlines Corp), Lease Agreement (Northwest Airlines Corp)

Inspection. The Issuing Entity agrees thatAt all reasonable times and upon at least 15 days prior written notice to Lessee, on reasonable prior notice, it will permit any representative of the Owner Participant or the Indenture Trustee, during or their respective authorized representatives, may inspect the Issuing Entity’s normal business hours, to examine all Aircraft and inspect and make copies of the books and records of account, records, reports Lessee and other papers any Sublessee required to be maintained by the Federal Aviation Administration or the regulatory agency or body of another jurisdiction in which the Aircraft is then registered relating to the maintenance of the Issuing EntityAircraft (at Lessor's, the Owner Participant's or the Indenture Trustee's risk and expense, as the case may be) and shall keep any information or copies obtained thereby confidential and shall not disclose the same to make copies and extracts therefromany Person, except (A) to cause such books to be audited by Independent certified public accountantsthe Lessor, the Note Holders and to discuss prospective and permitted transferees of Lessor's, the Issuing Entity’s affairsOwner Participant's, finances the Note Holders' or the Indenture Trustee's interest (and accounts with such prospective and permitted transferee's counsel, independent insurance advisors or other agents) who agree to hold such information confidential, (B) to Lessor's, the Issuing Entity’s officersOwner Participant's, employees and Independent certified public accountantsthe Note Holders' or the Indenture Trustee's counsel, all at independent insurance advisors or other agents who agree to hold such reasonable times and as often information confidential, or (C) as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; required by any statute, court or administrative order or decree or governmental ruling or regulation, provided, however, that any and all disclosures permitted by clause (C) above shall be made only to the foregoing extent necessary to meet the specific requirements or needs of the Persons for whom such disclosures are hereby permitted. Any such inspection of the Aircraft shall be subject to Lessee's safety and security rules applicable to the location of the Aircraft, shall be a visual, walk-around inspection of the interior and exterior of the Aircraft and shall not include opening any panels, bays or the like without the express consent of Lessee (except in connection with a heavy maintenance visit when a panel, bay or the like is scheduled or required to be opened), which consent Lessee may in its sole discretion withhold; provided that no exercise of such inspection right shall interfere with the normal operation or maintenance of the Aircraft by, or the business of, Lessee (or any Sublessee). Upon receipt by Lessee of a written request from the Owner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled heavy maintenance visit to be performed on the Aircraft during the Term, Lessee shall cooperate with the Owner Participant to enable the Owner Participant's representative to observe such scheduled maintenance to be performed on the Aircraft during the Term; provided that the Owner Participant's authorized representative shall merely observe such scheduled heavy maintenance visit, shall not interfere with or extend in any manner the normal conduct or duration of the scheduled heavy maintenance visit, and shall not be construed entitled to prohibit: (i) disclosure direct any of any and all information that is or becomes publicly known, or information obtained by the work performed in connection with such scheduled heavy maintenance visit. Neither the Owner Participant nor the Indenture Trustee from sources other than shall have any duty to make any such inspection nor shall either of them incur any liability or obligation by reason of not making such inspection. Except during the Issuing Entity final six (6) months of the Term or Servicerduring the continuance of an Event of Default, (ii) disclosure all inspections by the Owner Participant and its authorized representatives or the Indenture Trustee and its authorized representatives provided for under this Section 12 shall, in regard to each of any the Owner Participant and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, be limited to one (C1) pursuant to any subpoena, civil investigative demand or similar demand or request inspection of any courtkind contemplated by this Section 12 during any calendar year. During the last three months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), regulatory authoritywith reasonable notice, arbitrator Lessee will cooperate and cause any Sublessee to cooperate, at Lessor's sole cost, in all reasonable respects with the efforts of Lessor to sell or arbitration lease the Aircraft, including, without limitation, permitting prospective purchasers or lessees to which inspect the Indenture Trustee Aircraft, any maintenance records relating to the Aircraft then required to be retained by the FAA or an Affiliate by the comparable government of registry of the Aircraft, all in accordance with the provisions set forth above; provided that any such cooperation shall not interfere with the normal operation or maintenance of the Aircraft by, or the business of, Lessee or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsSublessee.

Appears in 4 contracts

Sources: Lease Agreement (Us Airways Inc), Lease Agreement (Us Airways Inc), Lease Agreement (Us Airways Inc)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture TrusteeTrustee and any representative of the Kansas Commission or Public Staff, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent certified registered public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Trustee, the Kansas Commission and Public Staff shall hold and shall cause its representatives to hold in confidence all such information; provided, however, information except to the extent disclosure may be required by applicable law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit: prohibit (ia) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerIssuer, provided such parties are rightfully in possession of such information, (iib) disclosure of any and all information: information (Ai) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, court or regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subjectauthority exercising its proper jurisdiction, (Diii) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to a copy of which has been filed with the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or SEC, (Eiv) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that such parties agree to be bound by the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialconfidentiality provisions contained in this Section 3.20, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (Cv) so that the Issuing Entity may seek appropriate protective orders to any Rating Agency or restrictions on the disclosure of the information involved; (iiic) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 3 contracts

Sources: Indenture (Kansas Gas Service Securitization I, L.L.C.), Indenture (Kansas Gas Service Securitization I, L.L.C.), Indenture (Kansas Gas Service Securitization I, L.L.C.)

Inspection. The Issuing Entity agrees that, Sublessor may at all reasonable times on reasonable prior noticenotice inspect, it will permit or appoint an inspector (including Lender) on its behalf to inspect, the Aircraft or any representative part thereof, provided that if no Default or Event of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Default has occurred and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing is continuing Sublessee shall not be construed obliged hereunder to prohibit: (i) disclosure of any and all information that is or becomes publicly knownpermit, or information obtained procure permission for, any such inspection that would result in an unreasonable disruption of the operation of the Aircraft or the operation of the business of Sublessee as an airline. Sublessee agrees to reimburse the out-of-pocket expenses of Sublessor incurred in making any such inspection when such inspection shows that the Aircraft is not materially in the condition required by the Indenture Trustee from sources other than terms of this Agreement, provided that Sublessee shall in all cases pay or reimburse Sublessor for the Issuing Entity costs of such inspection or Servicersurvey if Sublessor is required by law or change of law to make an inspection or survey. Sublessor shall have no duty to make any such inspection and shall not incur any liability or obligation by reason of not making any such inspection. Sublessee shall provide Sublessor with such information regarding the present and anticipated location and regarding the condition of the Aircraft as Sublessor may reasonably require. For the purposes mentioned in this Clause 12.10 and subject to the limitations herein contained, (ii) disclosure Sublessor and any inspector may gain access to the Aircraft, including the Aircraft Documents. Sublessee shall forthwith effect such repairs to the Aircraft as such inspection may reasonably show are required for the terms of any and all information: (A) this Agreement to be complied with, but if required it fails to do so after receipt of notice requiring it to do so from Sublessor, Sublessor may at the cost and expense of Sublessee, itself arrange for such repairs to be carried out. Sublessee shall on demand reimburse the costs and expenses incurred by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) Sublessor in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises effecting such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsrepairs.

Appears in 3 contracts

Sources: Aircraft Sublease Agreement (Frontier Airlines Inc /Co/), Aircraft Sublease Agreement (Frontier Airlines Inc /Co/), Aircraft Sublease Agreement (Frontier Airlines Inc /Co/)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine At all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives upon at least 15 days' prior written notice to hold in confidence all such information; providedLessee, howeverLessor, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is Owner Participant or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or their respective authorized representatives may (not more than once every calendar year (unless an Affiliate Event of Default has occurred and is continuing when such inspection right shall not be so limited)) inspect the Aircraft and inspect and make copies (at Lessor's, the Owner Participant's or the Indenture Trustee's expense, as the case may be) of the books and records of Lessee relating to the maintenance of the Aircraft; any such inspection of the Aircraft shall be limited to a visual, walk-around inspection and shall not include opening any panels, bays or the like without the express consent of Lessee; provided that no exercise of such inspection right shall interfere with the operation or maintenance of the Aircraft by, or the business of, Lessee (or any officerSublessee). Upon receipt by Lessee of a written request from the Owner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled major overhaul to be performed on the Aircraft, directorLessee shall cooperate with the Owner Participant to enable the Owner Participant's authorized representative to observe the next scheduled major overhaul to be performed on the Aircraft; provided that Lessee shall be required to so cooperate only to the extent necessary to enable the Owner Participant's authorized representative to observe (i) one scheduled major overhaul during each three year period of the Term and (ii) (notwithstanding the foregoing clause (i) but only if a major overhaul is scheduled during the last year of the Term) one scheduled major overhaul during the last year of the Term; provided, employee further that the Owner Participant's authorized representative shall merely observe such major overhaul, shall not interfere with or shareholder thereof is subject, (D) extend in any preliminary manner the conduct or final offering circularduration of the major overhaul and shall not be entitled to direct any of the work performed in connection with such overhaul. None of Lessor, prospectus, registration statement the Owner Participant or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of shall have any disclosure of such information that it is required duty to make pursuant to the preceding clause (A), (B) any such inspection nor shall any of them incur any liability or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure obligation by reason of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot making such inspection.

Appears in 3 contracts

Sources: Lease Agreement (Northwest Airlines Holdings Corp/Pred), Lease Agreement (Northwest Airlines Holdings Corp/Pred), Lease Agreement (Northwest Airlines Inc /Mn)

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, any representative Lender, and each of the Indenture Trustee, during the Issuing Entity’s normal business hourstheir respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent or any Lender, as applicable, may be reasonably requesteddesignate and, so long as no Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). (b) 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 provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). The Indenture Trustee shall So long as no Default or Event of Default has occurred and shall cause its representatives is continuing, Agent agrees to hold in confidence all provide Borrowers with a copy of the report for any such information; provided, however, that the foregoing shall not be construed to prohibit: valuation upon request by Borrowers so long as (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicersuch report exists, (ii) disclosure of any and all information: (A) if required the third person employed by Agent to do so by any applicable statute, law, rule or regulation, (B) perform such valuation consents to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosure, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any Borrowers execute and deliver to Agent a non-reliance letter reasonably satisfactory to Agent. (c) So long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one field examination and one appraisal of each Real Property subject to a first priority perfected Lien in favor of Agent in such calendar year (increasing to two field examinations if an Increased Reporting Event has occurred during such calendar year), in each case, except for field examinations conducted in connection with a proposed Permitted Acquisition, whether or not consummated. Borrowers shall only be obligated to reimburse Agent for other disclosure authorized by appraisals of Real Property and valuations of other assets during the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentscontinuance of an Event of Default.

Appears in 3 contracts

Sources: Forbearance Agreement and Amendment (Salem Media Group, Inc. /De/), Credit Agreement (Salem Media Group, Inc. /De/), Credit Agreement (Salem Media Group, Inc. /De/)

Inspection. The Issuing Entity agrees thatBorrower shall, on reasonable prior noticeand shall cause Postal Realty REIT and each Material Subsidiary to, it will permit any representative of the Indenture TrusteeAdministrative Agent and, during the Issuing Entity’s existence of an Event of the Default, the Lenders, and their duly authorized representatives and agents during normal business hourshours and subject to the provisions of any applicable Leases to visit and inspect any of its Property, corporate books, and financial records, to examine all the and make copies of its books of account, records, reports accounts and other papers financial records (which shall be subject to the confidentiality requirements of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsSection 13.20 hereof), and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s same by, its officers, employees (in the presence of a Responsible Officer) and Independent certified independent public accountantsaccountants (and by this provision Postal Realty REIT hereby authorizes such accountants with Postal Realty REIT present to discuss with the Administrative Agent and, all during the existence of an Event of Default, the Lenders, the finances and affairs of Postal Realty REIT and its Subsidiaries) at such reasonable times and intervals as the Administrative Agent or any such Lender or L/C Issuer may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Postal Realty REIT and no more often as may than once in any period of twelve (12) consecutive months. Notwithstanding anything to the contrary in this Section 8.6, neither the Borrower, Postal Realty REIT or any Material Subsidiary will be reasonably requested. The Indenture Trustee shall and shall cause its representatives required to hold in confidence all such information; provideddisclose or permit the inspection or discussion of, howeverany document, that the foregoing shall not be construed to prohibit: information or other matter (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any and all information that is confidentiality obligations, fiduciary duty or becomes publicly known, law or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required that is subject to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand attorney client or similar demand privilege or request of any courtconstitutes attorney work product; provided that in the event that such entity does not provide information in reliance on the exclusions in this sentence, regulatory authorityit shall use its commercially reasonable efforts to communicate, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by extent permitted, the Indenture and approved applicable information in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, way that the Indenture Trustee advises would not violate such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsrestrictions.

Appears in 3 contracts

Sources: Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture TrusteeTrustee and any representative of the Indiana Commission or Public Staff, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent certified registered public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Trustee, the Indiana Commission and Public Staff shall hold and shall cause its representatives to hold in confidence all such information; provided, however, information except to the extent disclosure may be required by applicable law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit: prohibit (ia) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerIssuer, provided such parties are rightfully in possession of such information, (iib) disclosure of any and all information: information (Ai) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, court or regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subjectauthority exercising its proper jurisdiction, (Diii) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to a copy of which has been filed with the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or SEC, (Eiv) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that such parties agree to be bound by the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialconfidentiality provisions contained in this Section 3.20, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (Cv) so that the Issuing Entity may seek appropriate protective orders to any Rating Agency or restrictions on the disclosure of the information involved; (iiic) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 3 contracts

Sources: Indenture (SIGECO Securitization I, LLC), Indenture (SIGECO Securitization I, LLC), Indenture (SIGECO Securitization I, LLC)

Inspection. ‌ (a) The Issuing Entity agrees thatAESO and its Representatives shall, on reasonable at all times upon two (2) Business Days' prior notice, it will permit at any representative of time after the Indenture TrusteeContract Date, during have access to the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Facility and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsevery part thereof, and to discuss all relevant records during regular business hours and the Issuing Entity’s affairsGenerator shall, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives all personnel operating and managing the Facility, to hold furnish the AESO with all reasonable assistance in confidence all such information; provided, however, that inspecting the foregoing shall not Facility (including the right to be construed to prohibit: (i) disclosure provided with copies of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure written records and downloads of any and all information: electronic records as reasonably required) for the purpose of ascertaining compliance with this Agreement; provided that such access and assistance shall be carried out in accordance with and subject to the reasonable safety and security requirements of the Generator and all personnel operating and managing the Facility, as applicable, and shall not interfere with the operation of the Facility. The Generator shall ensure that any confidentiality agreements or arrangements between it and any third party (Aincluding any Subcontractor or other supplier of goods or services to the Generator) if required shall not have the effect of preventing, impairing or delaying any disclosure or access to do so or by the AESO or any of its representatives as contemplated in this Section 9.2. (b) For purposes of any such inspection referenced in Section 9.2(a), the AESO may at all reasonable times perform any measurement, test or investigation it deems necessary to determine compliance with this Agreement. Generator shall obtain from all Subcontractors, third parties or manufacturers any permission or consent which is necessary to enable the AESO's representatives to perform such measurement, test or investigation. Generator shall provide reasonable cooperation (but without obligation to incur material expense) to facilitate any such measurements, tests or other investigations. The AESO shall conduct all such measurements, tests and investigations in a manner that will not materially disturb, interfere with or disrupt the Project or the construction or operation of the Facility. (c) The inspection of the Facility by or on behalf of the AESO shall not relieve the Generator of any of its obligations to comply with the terms of this Agreement. No Generator Event of Default will be waived or be deemed to have been waived by any applicable statute, law, rule inspection by or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects on behalf of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to AESO. In no event will any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated inspection by the Indenture AESO hereunder be a representation that there has been or will be compliance with this Agreement and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsApplicable Laws.

Appears in 3 contracts

Sources: Renewable Electricity Support Agreement, Renewable Electricity Support Agreement, Renewable Electricity Support Agreement

Inspection. The Issuing Entity agrees that(a) Lessor, on Mortgagee or their respective authorized representatives (the "Inspecting Parties") may, upon reasonable prior noticenotice to Lessee, it will permit inspect the Aircraft, Airframe and Engines (including, without limitation, the Aircraft Documents) and Lessee shall cooperate, and shall cause any representative Permitted Sublessee to cooperate, with the Inspecting Parties in connection with any such inspection (including, without limitation, permitting any such Inspecting Party to make copies of such Aircraft Documents not reasonably deemed confidential by Lessee or such Permitted Sublessee). (b) Except during the continuance of any Lease Event of Default while the Section 1110 Period shall not be in effect, any inspection of the Indenture TrusteeAircraft hereunder shall be limited to a visual, walk-around inspection and shall not include the opening of any panels, bays or other components of the Aircraft, Airframe or Engines. Any inspection permitted hereunder, including any inspection conducted during the continuance of a Lease Event of Default, shall be conducted in a manner which does not interfere with Lessee's or a Permitted Sublessee's operation, use and maintenance of such Aircraft, which determination of interference shall be made by Lessee in its reasonable sole discretion. (c) With respect to such rights of inspection, neither Lessor nor Mortgagee shall have any duty or liability to make, or any duty or liability by reason of not making, any such visit, inspection or survey. (d) Each Inspecting Party shall bear its own expenses in connection with any such inspection (including the cost of any copies made in accordance with Section 12(a)); PROVIDED, that if a Lease Event of Default shall have occurred and be continuing, Lessee shall bear all such reasonable expenses, except, in the case of a Chapter 11 reorganization, during the Issuing Entity’s normal business hoursSection 1110 Period. (e) If requested by Lessor, Lessee shall promptly advise, or shall cause any Permitted Sublessee to examine all the books of accountadvise, records, reports and other papers Lessor of the Issuing Entitydate upon which the Aircraft, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsAirframe or any Engine undergoes its next scheduled maintenance visit or next major check, and with respect to discuss any Engine, the Issuing Entity’s affairsnext off-the-wing maintenance, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects advise Lessor of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture name and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney location of the Indenture Trustee having a need relevant maintenance performer. Lessor shall have the opportunity to know the same; providedattend such scheduled maintenance visit or major check, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure subject to the other parties to the transactions contemplated by the Basic Documentsprovisions of this Section 12.

Appears in 3 contracts

Sources: Lease Agreement (Continental Airlines Inc /De/), Lease Agreement (Continental Airlines Inc /De/), Lease Agreement (Continental Airlines Inc /De/)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will Borrowers shall permit any representative Agent and its representatives to make such verifications and inspections of the Indenture TrusteeCollateral and to make audits and inspections, at any time during the Issuing Entity’s normal business hourshours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, to examine all the books of accountBorrowers’ books, accounts, records, reports correspondence and such other papers as it may desire and of Borrowers’ premises and the Issuing Entity, to make Collateral. Borrowers shall supply Agent with copies and extracts therefrom, shall permit Agent to cause copy such books to be audited by Independent certified public accountantsrecords and papers as Agent shall request, and shall permit Agent to discuss the Issuing Entity’s Borrowers’ affairs, finances finances, and accounts with the Issuing Entity’s Borrowers’ employees, officers, employees and Independent certified independent public accountants, accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall cause be in addition to, and not in lieu of its representatives rights under this Section 9.2. Each Lender shall have the right, at its own expense, to hold accompany the Agent on any such audit or inspection. No Availability calculation shall include Collateral acquired in confidence a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all such information; provided, however, that the foregoing applicable field examinations or audits and appraisals (which costs shall not be construed included in the limits provided above) satisfactory to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of Agent in its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the samePermitted Discretion. SECTION TEN - EVENTS OF DEFAULT; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.REMEDIES

Appears in 2 contracts

Sources: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will Borrowers shall permit any representative Agent and its representatives to make such verifications and inspections of the Indenture TrusteeCollateral and to make audits and inspections, at any time during the Issuing Entity’s normal business hourshours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, to examine all the books of accountBorrowers’ books, accounts, records, reports correspondence and such other papers as it may desire and of Borrowers’ premises and the Collateral. To reimburse Agent for the costs of such verifications, inspections and audits, Borrowers shall pay to Agent, for its own account and not for the account of the Issuing EntityLenders, all costs of appraisals, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and Borrowers’ operations by Agent plus Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $850 per day (or portion thereof) for each Person retained or employed by Agent with respect to make each field examination or audit), provided, however, that in the absence of a Default or Event of Default, the Borrowers shall not be obligated to pay more than $75,000.00 in per diem charges in any one calendar year; such costs and charges shall be payable by Borrowers on demand by Agent. Borrowers shall supply Agent with copies and extracts therefrom, shall permit Agent to cause copy such books to be audited by Independent certified public accountantsrecords and papers as Agent shall request, and shall permit Agent to discuss the Issuing Entity’s Borrowers’ affairs, finances finances, and accounts with the Issuing Entity’s Borrowers’ employees, officers, employees and Independent certified independent public accountants, accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall cause its representatives to hold be in confidence all such information; providedaddition to, however, that the foregoing shall and not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that in lieu of its Affiliatesrights under this Paragraph 9.2. Each Lender shall have the right, (C) pursuant at its own expense, to accompany the Agent on any subpoena, civil investigative demand such audit or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsinspection.

Appears in 2 contracts

Sources: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)

Inspection. (a) The Issuing Entity agrees that, on reasonable prior notice, it will Lessee shall permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursOwner Participant and the Grantor Trustee (and any authorized representatives thereof), at such Person's risk (including, without limitation, as to personal injury and death) and, unless there exists a continuing Lease Event of Default, expense, including, without limitation, the cost and expense for such Person's transportation to and from the Production System by helicopter (whether the Lessee's or any other Person's helicopter), and under conditions reasonably acceptable to the Lessee and subject to Section 11.5 hereof, to examine all visit and inspect the books of account, records, reports and other papers of the Issuing EntityProduction System, to make copies of and extracts therefrom, to cause such from the books to be audited by Independent certified public accountantsand records of the Lessee related thereto, and to discuss have access to officers and the Issuing Entity’s affairs, finances and accounts with independent public accountants of the Issuing Entity’s officers, employees and Independent certified public accountantsLessee, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required unless there exists a continuing Lease Default described in Section 15(d) but only to do so by the extent such Lease Default relates to the maintenance of the Production System) or Section 15(g) of the Lease or a Lease Event of Default, the Indenture Trustee, the Owner Participant and the Grantor Trustee may not make more than one (1) such inspection in any applicable statute, law, rule or regulationcalendar year without the Lessee's prior written consent, (B) so long as the Operating Agreement is in effect, such inspection rights must be exercised subject to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects the provisions of the Indenture Trustee’s business or that Operating Agreement and under the supervision of its Affiliatesthe Operator, (C) the Lessee shall be liable for any losses caused by the gross negligence or willful misconduct of the Lessee in connection with any inspection pursuant to any subpoenathis Section 10.7 and (D) the Lessee will cooperate with the Grantor Trustee, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Owner Participant and the Indenture Trustee or to minimize the transportation cost associated with an Affiliate inspection conducted pursuant to this Section 10.7. The Lessee will make available for the Indenture Trustee, the Owner Participant and the Grantor Trustee (or any officerauthorized representatives thereof) for examination during any inspection pursuant to this Section 10.7, director, employee or shareholder thereof is subject, (D) any written reports in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining its possession relating to the transactions contemplated by the Indenture use, operation and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney maintenance of the Indenture Trustee having a need Production System, including reserve reports, subject to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required restrictions set forth in Section 11.5. (b) No Person entitled to make pursuant any inspection or inquiry referred to the preceding clause (A)in this Section 10.7 shall have any duty to make such inspection or inquiry, (B) or (C) so that the Issuing Entity may seek appropriate protective orders shall incur any liability or restrictions on the disclosure obligation by reason of the information involved; (iii) not making any other disclosure authorized by the Issuing Entity such inspection or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsinquiry.

Appears in 2 contracts

Sources: Participation Agreement (Newfield Exploration Co /De/), Participation Agreement (Lone Star Energy Plant Operations Inc)

Inspection. The Issuing Entity agrees thatParent Guarantor and the Obligors shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, on at the expense of such holder and upon reasonable prior noticenotice to the Obligors, it will permit any representative to visit the principal executive office of the Indenture TrusteeParent Guarantor, during the Issuing Entity’s normal business hoursGuarantor and the Company, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts of the Parent Guarantor, the Guarantor and the Company and their Subsidiaries with the Issuing EntityParent Guarantor’s, the Guarantor’s or the Company’s officers, employees as the case may be, and Independent certified public (with the consent of the Parent Guarantor, the Guarantor or the Company, as the case may be, which consent will not be unreasonably withheld) their independent chartered accountants, and (with the consent of the Parent Guarantor, the Guarantor or the Company, as the case may be, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Guarantor and the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Obligors, to visit and inspect any of the offices or properties of the Parent Guarantor, the Guarantor, the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent chartered accountants (and by this provision the Parent Guarantor and the Obligors authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Obligors and their Subsidiaries), all at such times and as often as may be requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) Any inspection made pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof this Section 7.3 is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining subject to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney confidentiality requirements of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsSection 22.

Appears in 2 contracts

Sources: Note and Guarantee Agreement (Amcor PLC), Note and Guarantee Agreement (Amcor PLC)

Inspection. The Issuing Entity agrees that(a) Subject to subsection (b), on at reasonable prior notice, it will permit times but not more often than twice in any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantstwelve (12) month period, and upon at least ten (10) days prior written notice to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; Grantor (provided, however, that if an Event of Default shall have occurred and be continuing, any such inspection shall be at reasonable times without any limit on the foregoing number of times and upon at least one (1) Business Day's prior written notice to and at the expense of such Grantor), the Collateral Agent or the Board or their respective authorized representatives may inspect the Collateral, inspect and make copies of the books and records of such Grantor relating to the Collateral, including books and records required to be maintained by the FAA or other applicable regulatory agency or body, and access the Tracking System (with assistance from such Grantor's personnel and at such Grantor's risk and expense). Any inspection of Spare Engines or Spare Parts shall be subject to such Grantor's safety and security rules applicable at the location of such Collateral. So long as no Default or Event of Default shall have occurred and be continuing, no exercise of such inspection right shall be unduly disruptive to the business of such Grantor. Neither the Collateral Agent nor the Board shall have any duty to make any such inspection and shall incur no liability or obligation by reason of not making any such inspection. (b) Such Grantor shall at all times properly maintain the Tracking System and its perpetual inventory procedures for the Spare Engines and Spare Parts that provide a continuous internal audit of the Spare Engines and Spare Parts. Notwithstanding subsection (a), at any time during normal business hours and upon reasonable notice to such Grantor but not more than quarterly (provided, however, that if an Event of Default shall have occurred and be continuing any such inspection shall be at reasonable times without any limit on the number of times and upon at least one (1) Business Day's prior written notice to and at the expense of such Grantor), the Collateral Agent shall be entitled to inspect the Tracking System to ensure such Grantor's compliance with the terms hereof. Such inspection right shall not be construed exercised in a manner which is unduly disruptive to prohibit: (i) disclosure of any and all information that is the normal operation or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects maintenance of the Indenture Trustee’s Tracking System or the normal business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure operations of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsGrantor.

Appears in 2 contracts

Sources: Mortgage and Security Agreement (World Airways Inc /De/), Mortgage and Security Agreement (World Air Holdings, Inc.)

Inspection. (a) At all times during the term hereof, the Servicer shall afford the Owner Trustee and the Indenture Trustee and their respective authorized agents reasonable access during normal business hours to the Servicer’s or any subservicer’s records relating to the Loans and the Servicer’s performance or observance of the terms of this Agreement. The Issuing Entity agrees that, on reasonable prior notice, it Servicer and any subservicer will permit cause its personnel to assist in any representative examination of such records by the Owner Trustee or the Indenture Trustee, or such authorized agents, and allow copies of the same to be made. The examination referred to in this Section 5.21(a) will be conducted in a manner that does not unreasonably interfere with the Servicer’s or subservicer’s normal operations or customer or employee relations. Without otherwise limiting the scope of the examination, the Owner Trustee or the Indenture Trustee may, using generally accepted audit procedures, verify the status of each Loan and review the Computer Records and other records relating thereto for conformity to Quarterly Reports prepared pursuant to Article IX and compliance with the standards represented to exist as to each Loan in this Agreement. (b) At all times during the Issuing Entity’s normal business hoursterm hereof, to examine all the books of account, records, reports and other papers Servicer shall keep available a copy of the Issuing EntityList of Loans at its principal executive office for inspection by Holders and Swap Counterparties. (c) The Servicer shall, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such if given reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained notice by the Indenture Trustee from sources other than after the Issuing Entity or Servicer, (ii) disclosure end of any and all information: (A) if required to do so by any applicable statuteCollection Period, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which provide the Indenture Trustee or an Affiliate or with a copy of the Computer Record. (d) For so long as any officer, director, employee or shareholder thereof is subjectof the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, (D1) in any preliminary the Servicer will provide or final offering circular, prospectus, registration statement or contract or other document pertaining cause to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) be provided to any AffiliateHolder of such Notes and any prospective purchaser thereof designated by such Holder, independent upon the request of such a Holder or internal auditorprospective purchaser, agent, employee the information required to be provided to such Holder or attorney prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Servicer shall update such information from time to time in order to prevent such information from becoming false and misleading and will take such other actions as are necessary to ensure that the safe harbor exemption from the registration requirements of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed Securities Act under Rule 144A is and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure will be available for resales of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.Notes conducted in accordance with Rule 144A.

Appears in 2 contracts

Sources: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)

Inspection. The Issuing Company shall permit, and shall cause each Business Unit Entity agrees thatto permit, on reasonable prior noticeeach Review Committee member, it will permit each Representative and their respective representatives to (a) visit and inspect the Assets comprising any representative Business Unit; (b) examine its books and records and make copies thereof or extracts therefrom to the extent that the same relate to the performance or non-performance of any of the Indenture Trusteeterms of this Agreement, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers any Business Unit or any of the Issuing Entity, to make copies Assets comprising any Business Unit; and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to (c) discuss the Issuing Entity’s its affairs, finances and accounts with its officers and independent accountants to the Issuing extent that the same relate to the performance or non-performance of any of the terms of this Agreement, any Business Unit or any of the Assets comprising any Business Unit (and by this provision the Company authorizes such accountants to discuss with such Persons, to such extent, the affairs, finances and accounts of the Company and any Business Unit Entity’s officers, employees and Independent certified public accountants), all at such reasonable times and as often as such Review Committee member or such Representative may be reasonably requestedrequest. The Indenture Trustee shall As an accommodation to the Company, the Representatives will endeavor to arrange their visits and shall cause its representatives inspections hereunder to hold in confidence all such informationcoincide with the regular meetings of the Review Committee contemplated by Section 6.01; provided, however, that the foregoing Representatives shall not be construed to prohibit: so obligated if they believe the Company may not be in compliance with any provision of this Agreement. All out-of-pocket expenses incurred by the Company, the Holder Members and the Independent Member in connection with such visits and inspections shall constitute Expenditures hereunder; provided, however, that (i) disclosure of in no event shall any and all information that is other cost or becomes publicly knownexpense, including any salary or information obtained other wages, incurred by the Indenture Trustee from sources other than Company or any Business Unit Entity in connection with discussions between any member of the Issuing Review Committee and any officers, directors or employees of the Company or any Business Unit Entity or Servicer, be deemed an Expenditure hereunder and (ii) disclosure if an Event of Default shall have occurred and be continuing, no costs or expenses in connection with any visit or inspection by a member of the Review Committee shall be deemed an Expenditure hereunder. All such visits and all information: inspections by a Representative shall be at the expense of the Holders; provided, however, that (A) if required in no event shall the Company or any Business Unit Entity be entitled to do so by reimbursement for any applicable statutecost or expense, lawincluding any salary or other wages, rule incurred in connection with discussions between any Representative and any officers, directors or regulationemployees of the Company or any Business Unit Entity, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects if an Event of Default shall have occurred and be continuing, all such visits and inspections shall be at the expense of the Indenture Trustee’s business or that of its Affiliates, Company and (C) pursuant to any subpoena, civil investigative demand no costs or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) expenses described in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause clauses (A), ) and (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsshall be deemed an Expenditure hereunder.

Appears in 2 contracts

Sources: Contingent Stock Agreement (General Growth Properties Inc), Contingent Stock Agreement (General Growth Properties Inc)

Inspection. (a) At all times during the term hereof, the Servicer shall afford the Owner Trustee and the Indenture Trustee and their respective authorized agents reasonable access during normal business hours to the Servicer’s or any subservicer’s records relating to the Loans and the Servicer’s performance or observance of the terms of this Agreement. The Issuing Entity agrees that, on reasonable prior notice, it Servicer and any subservicer will permit cause its personnel to assist in any representative examination of such records by the Owner Trustee or the Indenture Trustee, or such authorized agents, and allow copies of the same to be made. The examination referred to in this subsection 5.21(a) will be conducted in a manner that does not unreasonably interfere with the Servicer’s or subservicer’s normal operations or customer or employee relations. Without otherwise limiting the scope of the examination, the Owner Trustee or the Indenture Trustee may, using generally accepted audit procedures, verify the status of each Loan and review the Computer Records and other records relating thereto for conformity to Monthly Reports prepared pursuant to Article IX and compliance with the standards represented to exist as to each Loan in this Agreement. (b) At all times during the Issuing Entity’s normal business hoursterm hereof, to examine all the books of account, records, reports and other papers Servicer shall keep available a copy of the Issuing EntityList of Loans at its principal executive office for inspection by Securityholders and Swap Counterparties. (c) The Servicer shall, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such if given reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained notice by the Indenture Trustee from sources other than after the Issuing Entity or Servicer, (ii) disclosure end of any and all information: (A) if required to do so by any applicable statuteCollection Period, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which provide the Indenture Trustee or an Affiliate or with a copy of the Computer Record. (d) For so long as any officer, director, employee or shareholder thereof is subjectof the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, (D1) in any preliminary the Servicer will provide or final offering circular, prospectus, registration statement or contract or other document pertaining cause to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) be provided to any Affiliateholder of such Notes and any prospective purchaser thereof designated by such holder, independent upon the request of such a holder or internal auditorprospective purchaser, agent, employee the information required to be provided to such holder or attorney prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Servicer shall update such information from time to time in order to prevent such information from becoming false and misleading and will take such other actions as are necessary to ensure that the safe harbor exemption from the registration requirements of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed Securities Act under Rule 144A is and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure will be available for resales of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.Notes conducted in accordance with Rule 144A.

Appears in 2 contracts

Sources: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit Administrative Agent and each Lender (by any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s their officers, employees or agents) shall have the right, to the extent that the exercise of such right shall be within the control of a Borrower, at any time or times to: (i) Visit the properties of any Borrower or Subsidiary, inspect the Collateral and Independent certified public the other assets of each Borrower and its Subsidiaries and inspect and make extracts from the 106 115 books and records of each Borrower and its Subsidiaries, and (ii) verify the amount, quantity, value and condition of, or any other matter relating to, any of the Collateral (other than Receivables) and in this connection to review, audit and make extracts from all records and files related to any of the Collateral, including but not limited to management letters prepared by independent accountants, all during customary business hours at such premises and after reasonable times and as often as may be reasonably requestedefforts to notify the Borrowers' Representative in advance of such visit. The Indenture Trustee Lenders shall to the extent reasonably practicable coordinate their visits and shall cause inspections with those of the Administrative Agent so as to minimize the number of separate visits to Borrowers' premises. (b) Discuss each Borrower's and its representatives Subsidiaries' business, assets, liabilities, financial condition, results of operations and business prospects, insofar as the same are reasonably related to hold in confidence all such information; providedthe rights of the Administrative Agent or the Lenders hereunder or under any of the Loan Documents, howeverwith each Borrower's and its Subsidiaries' principal officers and independent accountants, and, at any time when a Default or Event of Default exists, with any other Person (provided that the foregoing shall Borrowers' acknowledgment of such right is not be construed intended to prohibit: and does not constitute a waiver or release by the Borrowers (ior any of them) of the Administrative Agent or any Lender of or from any liability such Person may have to a Borrower arising out of improper disclosure of any and all information that is or becomes publicly knownconfidential information). Each Borrower will deliver to the Administrative Agent, or information obtained by for the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects benefit of the Indenture Trustee’s business or that of its AffiliatesLenders, (C) pursuant any instrument necessary for it to obtain records from any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure service bureau maintaining records on behalf of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsBorrower.

Appears in 2 contracts

Sources: Loan and Security Agreement (Winston Furniture Co of Alabama Inc), Loan and Security Agreement (Winsloew Furniture Inc)

Inspection. (a) The Issuing Entity Borrower agrees that, on with reasonable prior notice, it will permit permit, and cause each Subsidiary to permit, any representative representatives and consultants of the Indenture TrusteeLender Parties, during the Issuing Entity’s applicable Relevant Party's normal business hours, to examine on-site all the books of account, records, reports and other papers of the Issuing EntityRelevant Parties, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and the Borrower further agrees to discuss the Issuing Entity’s their affairs, finances and accounts with the Issuing Entity’s officers, employees [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. employees, Independent certified public accountantsaccountants and other consultants of such Lender Parties, all at such reasonable times and as often at the Borrower's expense; provided that except during the continuation of an Event of Default, such examinations may occur no more frequently than two times per calendar year. The Borrower shall promptly deliver copies of any Portfolio Documents as may be reasonably requested. requested by Administrative Agent from time to time. (b) The Indenture Trustee shall Borrower will permit, and shall cause its representatives each Subsidiary to hold permit, the Administrative Agent to conduct, in confidence all such informationeach case, at the sole cost and expense of the Borrower, field audits and examinations of the Projects, and appraisals of the Projects; provided, howeverthat, that the foregoing shall not be construed to prohibit: (i) disclosure such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period (except, during the existence and continuance of any an Event of Default, there shall be no limit on the number of additional field audits and all information examinations and appraisals that is or becomes publicly known, or information obtained by shall be permitted at the Indenture Trustee from sources other than the Issuing Entity or Servicer, Borrowers’ expense) and (ii) disclosure except during the continuance of any an Event of Default, the Administrative Agent shall consult with the Borrower regarding the costs and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure expenses of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsfield audits and examinations and appraisals.

Appears in 2 contracts

Sources: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)

Inspection. (a) The Issuing Entity Borrower agrees that, on with reasonable prior notice, it will permit permit, and cause each Subsidiary to permit, any representative representatives and consultants of the Indenture TrusteeLender Parties, during the Issuing Entityapplicable Relevant Party’s normal business hours, to examine on-site all the books of account, records, reports and other papers of the Issuing EntityRelevant Parties, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and the Borrower further agrees to discuss the Issuing Entity’s their affairs, finances and accounts with the Issuing Entity’s officers, employees and employees, Independent certified public accountantsaccountants and other consultants of such Lender Parties, all at such reasonable times and as often at the Borrower’s expense; provided that except during the continuation of an Event of Default, such examinations may occur no more frequently than two times per calendar year. The Borrower shall promptly deliver copies of any Portfolio Documents as may be reasonably requested. requested by Administrative Agent from time to time. (b) The Indenture Trustee shall Borrower will permit, and shall cause its representatives each Subsidiary to hold permit, the Administrative Agent to conduct, in confidence all such informationeach case, at the sole cost and expense of the Borrower, field audits and examinations of the Projects, and appraisals of the Projects; provided, howeverthat, that the foregoing shall not be construed to prohibit: (i) disclosure such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period (except, during the existence and continuance of any an Event of Default, there shall be no limit on the number of additional field audits and all information examinations and appraisals that is or becomes publicly known, or information obtained by shall be permitted at the Indenture Trustee from sources other than the Issuing Entity or Servicer, Borrowers’ expense) and (ii) disclosure except during the continuance of any an Event of Default, the Administrative Agent shall consult with the Borrower regarding the costs and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure expenses of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsfield audits and examinations and appraisals.

Appears in 2 contracts

Sources: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine At all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as upon at least fifteen (15) days prior written notice to Lessee, Lessor, or its authorized representative(s), may inspect the Aircraft and inspect and make copies of the books and records of Lessee (and any Permitted Sublessee) required to be reasonably requested. The Indenture Trustee maintained by the FAA or the regulatory agency or body of another jurisdiction in which the Aircraft is then registered and pursuant to which it is maintained relating to the maintenance of the Aircraft (at Lessor's risk and expense, unless an Event of Default has occurred and is continuing, in which case Lessee shall be responsible for the reasonable out-of-pocket cost of such inspection by any Lessor's representative(s), and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing keep any information or copies obtained thereby confidential and shall not be construed disclose the same to prohibit: (i) disclosure of any and all information that is or becomes publicly knownPerson, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: except (A) if required to do so by any applicable statuteLessor and to prospective and permitted transferees of Lessor's interest, lawwho agree to hold such information confidential or are otherwise under a legally enforceable duty of confidentiality (and such prospective and permitted transferee's counsel, rule independent insurance advisors or regulationother agents), (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its AffiliatesLessor's counsel, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract independent insurance advisors or other document pertaining agents who agree to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep hold such information confidentialconfidential or are otherwise under a legally enforceable duty of confidentiality, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so to banking and other regulatory or governmental supervisory personnel as may be required by any statute, court or administrative order or decree or governmental ruling or regulation; PROVIDED, HOWEVER, that any and all disclosures permitted by CLAUSE (C) above shall be made only to the Issuing Entity extent necessary to meet the specific requirements or needs of the Persons for whom such disclosures are hereby permitted. Any such inspection of the Aircraft shall be subject to safety and security rules of Lessee (and any Permitted Sublessee) applicable to the location of the Aircraft and, shall be limited to a visual, walk-around inspection and shall not include the opening any panels, bays or other components of the Aircraft (although those otherwise open may seek appropriate protective orders be inspected) without the express consent of Lessee, which consent Lessee may in its sole discretion withhold; PROVIDED that unless an Event of Default has occurred and is continuing, no exercise of such inspection right shall interfere with Lessee's or restrictions any Permitted Sublessee's maintenance and operation of the Aircraft, the Airframe and the Engines. Upon receipt by Lessee of a written request from Lessor specifying that Lessor desires to have authorized representative(s) observe the next scheduled heavy maintenance visit to be performed on the disclosure Aircraft during the Term, Lessee shall cooperate with Lessor to enable any such Lessor's representative(s) to observe such scheduled maintenance to be performed on the Aircraft during the Term; PROVIDED that any such Lessor's authorized representative(s) shall merely observe such scheduled heavy maintenance visit, shall not interfere with or extend in any manner the normal conduct or duration of the scheduled heavy maintenance visit, and shall not be entitled to direct any of the work performed in connection with such scheduled heavy maintenance visit. Upon Lessor's request made not more than two (2) times in a calendar year, Lessee will make available to Lessor, information involved; as to the status of the cycles and hours of operation of the Airframe and Engines and the status of the life-limited components of the Engines. Lessor shall not have any duty to make any such inspection nor shall either of them incur any liability or obligation by reason of not making such inspection. Except during the final six (iii6) months of the Term or during the continuance of an Event of Default under this Lease, all inspections by Lessor and its authorized representative(s) provided for under this SECTION 12 shall be limited to one (1) inspection of any other disclosure authorized kind contemplated by this SECTION 12 during any calendar year and no exercise of such inspection right shall interfere with Lessee's or any Permitted Sublessee's maintenance and operation of the Aircraft. During the last three (3) months of the Term (unless Lessee shall have elected to purchase the Aircraft or renew this Lease in accordance with the terms of this Lease), with reasonable notice, Lessee will cooperate and cause any Permitted Sublessee to cooperate, at Lessor's sole cost (unless an Event of Default shall have occurred and be continuing, in which case Lessee shall be responsible for such costs), in all reasonable respects with the efforts of Lessor to sell or lease the Aircraft including, without limitation, permitting prospective purchasers or lessees to inspect the Aircraft, any maintenance records relating to the Aircraft then required to be retained by the Issuing Entity FAA or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentscomparable agency or administration of the government of registry and which establishes the maintenance standards of the Aircraft, all in accordance with the provisions set forth above; PROVIDED that any such cooperation shall not unreasonably interfere with the normal operation or maintenance of the Aircraft by Lessee.

Appears in 2 contracts

Sources: Lease Agreement (Atlas Air Worldwide Holdings Inc), Lease Agreement (Atlas Air Worldwide Holdings Inc)

Inspection. The Issuing Entity agrees thatUntil all Obligations hereunder shall have been satisfied in full, on upon reasonable prior noticenotice and subject to applicable Law, it will permit any representative of the Indenture TrusteeBorrower shall, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause each of its representatives Subsidiaries to, afford Lender and its Representatives reasonable access to hold in confidence all such information; providedof Borrower’s properties, howeverbooks, that the foregoing contracts, personnel and records, and Borrower shall, and shall not be construed cause each of its Subsidiaries to, furnish promptly to prohibit: (i) disclosure of any and Lender all information concerning Borrower’s business, finances, properties and personnel as Lender may reasonably request; provided that Borrower may withhold any document or information (a) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or becomes publicly knownentered into after the date of this Agreement in the ordinary course of business, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects in accordance with Section 5.05 and Section 5.06 of the Indenture Trustee’s business or that of its AffiliatesMerger Agreement (provided that, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circularcase, prospectus, registration statement or contract or other document pertaining Borrower shall use its reasonable best efforts to obtain the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure required consent of such information that it is required third party to make pursuant to the preceding clause (Asuch access or disclosure), (Bb) the disclosure of which would violate any Law (provided that Borrower shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (Cc) so that the Issuing Entity may seek appropriate protective orders is subject to any attorney-client privilege (provided that Borrower shall use its reasonable best efforts to allow for such access or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other maximum extent that does not result in a loss of attorney-client privilege). Subject to the foregoing sentence, Borrower shall authorize all necessary third parties to the transactions contemplated grant access to and full disclosure of all information relating to Borrower and each of its Subsidiaries to Lender and its Representatives. If any material is withheld by Borrower as permitted by the Basic Documentsimmediately preceding sentence, then Borrower shall inform Lender as to the general nature of what is being withheld.

Appears in 2 contracts

Sources: Credit Agreement (Cancer Genetics, Inc), Credit Agreement

Inspection. The Issuing Entity agrees thatFrom the date of this Agreement to the Effective Time, on each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall allow all designated officers, attorneys, accountants and other representatives of ▇▇▇▇▇▇ or ▇▇▇▇▇▇ or their respective Subsidiaries, as the case may be, reasonable prior access, at all reasonable times, upon reasonable notice, it will permit any representative to the records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the business and affairs of the Indenture TrusteeNAM Business or ▇▇▇▇▇▇ and its Subsidiaries, during as the Issuing Entitycase may be, including inspection of such properties; provided that no intrusive sampling of environmental media, including soil, sediment, groundwater, surface water, air or building material, shall be permitted in connection with any such investigation without the prior written consent of ▇▇▇▇▇▇ or ▇▇▇▇▇▇, as the case may be, which may be withheld in such party’s normal business hourssole discretion, and provided, further that no investigation pursuant to examine all this Section 7.06 shall affect any representation or warranty given by any party hereunder, and provided, further, that notwithstanding the books provision of accountinformation or investigation by any party, records, reports and other papers of the Issuing Entity, no party shall be deemed to make copies and extracts therefromany representation or warranty except as expressly set forth in this Agreement. Notwithstanding the foregoing, no party shall be required to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: provide any information (i) disclosure it reasonably believes it may not provide to the other parties by reason of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerApplicable Laws, (ii) disclosure of any and all information: (A) if required to do so that constitutes information protected by any applicable statuteattorney/client privilege or work product privilege, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (Eiii) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to keep confidential by reason of contract or agreement with third parties. The parties hereto shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ agrees that it shall not, and shall cause its respective representatives not to, use any information obtained pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) this Section 7.06 for any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure purpose unrelated to the other parties to consummation of the transactions contemplated by this Agreement. All non-public information obtained pursuant to this Section 7.06 shall be governed by the Basic DocumentsConfidentiality Agreement dated September 5, 2019 between ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (the “Confidentiality Agreement”).

Appears in 2 contracts

Sources: Merger Agreement (Forbes Energy Services Ltd.), Merger Agreement (Superior Energy Services Inc)

Inspection. The Issuing Entity agrees thatAt any reasonable time and from time to time (with reasonable advance notice and during normal business hours), on reasonable prior noticethe Loan Parties shall, it will and shall cause its Restricted Subsidiaries to, permit any representative designated by the Administrative Agent or any of the Indenture Trustee, during the Issuing Entity’s normal business hours, Lenders to examine all and make extracts from the records and books of accountaccount of, recordsand visit the properties of, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause Loan Party or such books to be audited by Independent certified public accountantsRestricted Subsidiary, and to discuss the Issuing Entity’s affairs, finances and accounts of the Loan Party or such Restricted Subsidiary with any of its officers and directors and with its certified public accountants (provided that the Loan Party be provided, if the Loan Party is present at the time this meetings are scheduled, with the Issuing Entity’s officers, employees and Independent certified public accountantsopportunity to be present at any such discussions), all to the extent reasonably requested by the Administrative Agent or any of the Lenders and at the Administrative Agent’s or such reasonable times Lender’s expense (unless an Event of Default has occurred and as often as may is continuing, in which case such inspection shall be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationat the expense of the Loan Party); provided, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure such inspections shall be limited, in the absence of any the occurrence and all information that is or becomes publicly knowncontinuance of an Event of Default, or information obtained by to once in each calendar year for the Indenture Trustee from sources other than Administrative Agent and the Issuing Entity or ServicerLenders, collectively, (ii) disclosure of any the Administrative Agent and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects each of the Indenture Trustee’s business Lenders agree that any information with respect to the Loan Party or that any of its Affiliates, (C) pursuant to any subpoena, civil investigative demand Restricted Subsidiaries obtained by the Administrative Agent or similar demand or request such Lender in the course of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining such inspection shall be subject to the transactions contemplated by the Indenture and approved confidentiality provisions set forth in advance by the Issuing Entity or (E) to any AffiliateSection 11.3, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) such examinations, inspections and discussions are conducted in a manner that does not interfere with or otherwise interrupt in any other disclosure authorized by material respect the Issuing Entity operations of the Loan Party or the Servicer or relevant Restricted Subsidiary and, in the case of any discussions with independent accountants, only if representatives of the Loan Party are afforded an opportunity to participate with reasonable advance notice, (iv) disclosure none of the Loan Parties or its Restricted Subsidiaries will be required to disclose information to such representatives of the other parties Administrative Agent or the Lenders that is prohibited by applicable Law, that it reasonably determines constitutes a confidential trade secret, or is subject to attorney-client or similar privilege or constitutes attorney work product and (v) except when an Event of Default shall have occurred and shall be continuing, the transactions contemplated by Administrative Agent and Lenders shall use reasonable efforts to coordinate examinations and inspections under this Section 7.6 in order to reduce the Basic Documentsresulting burden on the Loan Parties and their Restricted Subsidiaries.

Appears in 2 contracts

Sources: Loan Agreement (Vista Oil & Gas, S.A.B. De C.V.), Loan Agreement (Vista Oil & Gas, S.A.B. De C.V.)

Inspection. The Issuing Entity agrees thatAt all reasonable times, on upon reasonable prior notice, it the Company will permit representatives designated by the Administrative Agent or by any representative Lender through the Administrative Agent to visit the offices of the Indenture Trustee, during the Issuing Entity’s normal business hoursCompany or each of its Subsidiaries, to examine all the books of accountand records thereof and Accountants’ reports relating thereto, records, reports and other papers of the Issuing Entity, to make copies and or extracts therefrom, to cause such books to be audited by Independent certified public accountantsdiscuss the affairs of the Company and its Subsidiaries with the respective officers thereof, and to examine and inspect the Property of the Company and its Subsidiaries and to meet and discuss the Issuing Entity’s affairs, finances affairs of the Company and accounts its Subsidiaries with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationAccountants; provided, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure of such representatives shall be reasonably acceptable to the Company, shall agree to any and all information that is or becomes publicly known, or information obtained reasonable confidentiality obligations proposed by the Indenture Trustee from sources other than Company, and shall follow the Issuing Entity or Servicer, guidelines and procedures generally imposed upon like visitors to the Company’s and its Subsidiaries’ facilities and (ii) unless a Default shall have occurred and be continuing, each Lender shall be limited to one such visit and inspection in any fiscal year. Notwithstanding anything to the contrary in this Section 6.08, none of the Company or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (x) constitutes non-financial trade secrets, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or agreement or (z) in the Company’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Company shall make available redacted versions of any and all information: (A) requested documents or, if required unable to do so by any applicable statuteconsistent with the preservation of such privilege, law, rule or regulation, (B) shall endeavor in good faith otherwise to any government agency or regulatory or self-regulatory body having or claiming authority disclose information responsive to regulate or oversee any aspects the requests of the Indenture Trustee’s business or that of its AffiliatesAdministrative Agent, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Lender or any officerof their respective representatives and agents, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, manner that the Indenture Trustee advises will protect such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsprivilege.

Appears in 2 contracts

Sources: Five Year Credit Agreement (Tiffany & Co), Credit Agreement (Tiffany & Co)

Inspection. The Issuing Entity agrees thatBorrower shall, on reasonable prior noticeand shall cause Global Medical REIT and each Subsidiary to, it will permit any representative the Administrative Agent, and each of the Indenture Trusteeits duly authorized representatives and agents, during the Issuing Entity’s normal business hourshours and subject to the provisions of any applicable Leases, to visit and inspect any Borrowing Base Property, corporate books, and financial records, to examine all the and make copies of its books of account, records, reports accounts and other papers financial records (which shall be subject to the confidentiality requirements of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsSection 12.25 hereof), and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s same by, its officers, employees and Independent certified independent public accountantsaccountants (and by this provision the Borrower hereby authorizes such accountants to discuss with any of the Arrangers (or any of their affiliates) the finances and affairs of Global Medical REIT, all the Borrower and its Subsidiaries) at such reasonable times as the Administrative Agent may designate, with reasonable prior notice to the Borrower and no more often than once in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing. In addition, the Administrative Agent may, and at the direction of the Required Lenders, shall, obtain updated Appraisals of any Borrowing Base Property, or portions thereof, from time to time as often the Administrative Agent and/or the Required Lenders may designate, which Appraisal shall in each case be in such format and contain such detail as the Administrative Agent may be reasonably requestedrequest. The Indenture Trustee costs and expenses incurred in obtaining any such Appraisal shall and shall cause its representatives to hold in confidence all such information; providedeach case be borne by the Borrower, however, provided that the foregoing Borrower shall not be construed required to prohibit: pay for more than one (1) Appraisal for each Borrowing Base Property in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing. The Administrative Agent shall use reasonable efforts to coordinate inspections undertaken in accordance with this Section 8.6 to (i) disclosure minimize the administrative burden of any such inspections on Global Medical REIT, the Borrower and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicertheir Subsidiaries, (ii) disclosure minimize the interference with the business of any Global Medical REIT, the Borrower and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture their Subsidiaries and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) not disturb the occupancy of any other disclosure authorized Real Property by any Tenant. As soon as practicable after the request of the Administrative Agent (which request shall be given by the Issuing Entity Administrative Agent at the request of the Required Lenders), the Borrower shall deliver a current property condition report, in form and substance reasonably acceptable to Administrative Agent from an independent engineering or architectural firm reasonably acceptable to Administrative Agent, with respect to any Borrowing Base Property specified by Administrative Agent, that, in the Servicer reasonable determination of the Administrative Agent, has a maintenance or structural issue that would materially and adversely affect the value or use of such Eligible Property, provided that the Borrower shall not be required to pay for more than one (iv1) disclosure to the other parties to the transactions contemplated by the Basic Documentsproperty condition report for each Borrowing Base Property in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing.

Appears in 2 contracts

Sources: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative Permit officers and designated representatives of the Indenture TrusteeAdministrative Agent, during the Issuing EntityCollateral Agent or one or more Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s normal business hourspossession to the extent that it is within such party’s control to permit such inspection, and to examine all the books of account, records, reports and other papers account of the Issuing Entity, to make copies Borrower and extracts therefrom, to cause any such books to be audited by Independent certified public accountants, Subsidiary and to discuss the Issuing Entity’s affairs, finances and accounts with of the Issuing Entity’s officersBorrower and of any such Subsidiary with, employees and Independent certified public be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing Administrative Agent, the Collateral Agent and the Lenders shall not be construed limited to prohibit: one such examination per calendar year, which shall be at the sole expense of the Credit Parties; provided further, however, (i) disclosure if an Event of Default has occurred and is continuing there shall be no limitation as to the number and frequency of such examinations at the sole expense of the Credit Parties and (ii) any and all information that is examinations made pursuant to clause (i) of this proviso shall not count against the number of examinations permitted under the first proviso of this sentence. Notwithstanding anything to the contrary in this Agreement, none of the Borrower nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or becomes publicly knownmaking copies or abstracts of, or discussion of, any document, information obtained by the Indenture Trustee from sources or other than the Issuing Entity matter (i) that constitutes non-financial trade secrets or Servicernon-financial proprietary information, (ii) in respect of which disclosure of to the Administrative Agent or any and all information: Lender (Aor their respective representatives or contractors) if required to do so is prohibited by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate legal requirement or any officer, director, employee binding agreement or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity is subject to attorney-client or the Servicer similar privilege or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsconstitutes attorney work product.

Appears in 2 contracts

Sources: Credit Agreement (WABASH NATIONAL Corp), Credit Agreement (WABASH NATIONAL Corp)

Inspection. The Issuing Entity agrees that(a) Borrower will, on reasonable prior noticeand will cause each of its Subsidiaries to, it will permit Agent, and each of its duly authorized representatives or agents to visit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursBorrower's or such Subsidiary's properties and inspect any of Borrower's or such Subsidiary's assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of Borrower's or such Subsidiary's books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s Borrower's or such Subsidiary's affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants, all (provided an authorized representative of Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent may designate and, so long as may be reasonably requested. The Indenture Trustee no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrower and during regular business hours; provided that unless an Event of Default shall have occurred and shall cause its representatives to hold in confidence all such information; providedbe continuing, however, that the foregoing Borrower shall not be construed required to prohibit: pay the expenses of more than one visit for each 12-month period. (b) Subject to Section 2.10(c), Borrower will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent may designate. So long as no Default or Event of Default has occurred and is continuing, Agent agrees to provide Borrower with a copy of the report for any such valuation upon request by Borrower so long as (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicersuch report exists, (ii) disclosure of any and all information: (A) if required the third person employed by Agent to do so by any applicable statute, law, rule or regulation, (B) perform such valuation consents to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosure, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure Borrower executes and delivers to the other parties Agent a non-reliance letter reasonably satisfactory to the transactions contemplated by the Basic DocumentsAgent.

Appears in 2 contracts

Sources: Credit Agreement (Quantum Corp /De/), Credit Agreement (Quantum Corp /De/)

Inspection. The Issuing Entity agrees that(a) Each of (i) the Requisite Global Majority (acting as one group) and their agents, on reasonable prior notice, it will permit any representative (ii) if the Manager is not EXLP or an EXLP Affiliate and the Issuer has not been furnished with a copy of the Indenture Trusteereport generated by the Requisite Global Majority (or its agents) with respect to its rights hereunder, the Issuer (and its agents), and (iii) each Series Enhancer, shall have the right to inspect the Owner Compressors, the receivables aging system and all books, records, reports, User Contracts, insurance policies, and other documents relating to the Owner Compressors, all in the format which the Manager uses for the Other EXLP Compressors (or, if the Manager is not EXLP or an EXLP Affiliate, Compressors or equipment of a type similar to the Compressors that are owned, managed, maintained, operated or for which contract compression services are provided by the Manager (or by any subcontractor or delegate appointed by the Manager and permitted under Section 2.5(a)) for the Manager’s own account and third parties other than the Issuer and the Lessor). Such inspections shall be conducted upon reasonable request and notice to the Manager and shall (a) be conducted during the Issuing Entity’s normal business hours, (b) be subject to examine all the books Manager’s customary security procedures and the execution of accountreasonable and customary confidentiality agreements and (c) not unreasonably disrupt the Manager’s business. For purposes of any such inspection, recordsthe Manager shall grant the Requisite Global Majority, reports the Issuer and other papers of their agents (as applicable) access to the Issuing Entity, Manager’s computer systems (including the receivables aging system) and data relating solely to make copies the Owner Compressors contained therein (and extracts therefrom, with respect to cause such books the EXLP Compressors to be audited by Independent certified public accountants, and the extent necessary to discuss the Issuing Entity’s affairs, finances and accounts evaluate compliance with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: Related Documents). (b) Each of (i) disclosure of any the Requisite Global Majority (acting as one group) and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, their agents and (ii) disclosure if the Manager is not EXLP or an EXLP Affiliate and the Issuer has not been furnished with a copy of any the report generated by the Requisite Global Majority (or its agents) with respect to its rights hereunder, the Issuer (and all information: its agents) shall have the right to (Ax) if required to do so one such inspection per calendar year (and an additional inspection by any Series Enhancer in connection with any refinancing involving such Series Enhancer), at the reasonable cost and expense (including reasonable legal and accounting fees incurred by the Issuer, the Requisite Global Majority or, in connection with any refinancing involving any Series Enhancer, the applicable statute, law, rule or regulation, (BSeries Enhancer) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business Manager and (x) one additional inspection at the cost and expense of the Requisite Global Majority or that the Issuer (as the case may be), unless a Trigger Event shall have occurred and be continuing, in which case, the Requisite Global Majority and, if applicable, the Issuer (and their respective agents) shall have the right to conduct such inspections any number of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which times and each time the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated costs and expenses shall be borne by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsManager.

Appears in 2 contracts

Sources: Management Agreement (Exterran Partners, L.P.), Management Agreement (Exterran Partners, L.P.)

Inspection. (a) The Issuing Entity agrees thatAESO and its Representatives shall, on reasonable at all times upon two (2) Business Days' prior notice, it will permit at any representative of time after the Indenture TrusteeContract Date, during have access to the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Facility and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsevery part thereof, and to discuss all relevant records during regular business hours and the Issuing Entity’s affairsGenerator shall, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives all personnel operating and managing the Facility, to hold furnish the AESO with all reasonable assistance in confidence all such information; provided, however, that inspecting the foregoing shall not Facility (including the right to be construed to prohibit: (i) disclosure provided with copies of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure written records and downloads of any and all information: electronic records as reasonably required) for the purpose of ascertaining compliance with this Agreement; provided that such access and assistance shall be carried out in accordance with and subject to the reasonable safety and security requirements of the Generator and all personnel operating and managing the Facility, as applicable, and shall not interfere with the operation of the Facility. The Generator shall ensure that any confidentiality agreements or arrangements between it and any third party (Aincluding any Subcontractor or other supplier of goods or services to the Generator) if required shall not have the effect of preventing, impairing or delaying any disclosure or access to do so or by the AESO or any of its representatives as contemplated in this Section 9.2. (b) For purposes of any such inspection referenced in Section 9.2(a), the AESO may at all reasonable times perform any measurement, test or investigation it deems necessary to determine compliance with this Agreement. Generator shall obtain from all Subcontractors, third parties or manufacturers any permission or consent which is necessary to enable the AESO's representatives to perform such measurement, test or investigation. Generator shall provide reasonable cooperation (but without obligation to incur material expense) to facilitate any such measurements, tests or other investigations. The AESO shall conduct all such measurements, tests and investigations in a manner that will not materially disturb, interfere with or disrupt the Project or the construction or operation of the Facility. (c) The inspection of the Facility by or on behalf of the AESO shall not relieve the Generator of any of its obligations to comply with the terms of this Agreement. No Generator Event of Default will be waived or be deemed to have been waived by any applicable statute, law, rule inspection by or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects on behalf of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to AESO. In no event will any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated inspection by the Indenture AESO hereunder be a representation that there has been or will be compliance with this Agreement and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsApplicable Laws.

Appears in 2 contracts

Sources: Renewable Electricity Support Agreement, Renewable Electricity Support Agreement

Inspection. The Issuing Entity agrees that(a) Permit, on upon reasonable prior notice, it will permit any representative notice except if an Event of the Indenture TrusteeDefault has occurred and is continuing (which shall be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), during the Issuing Entity’s normal regular business hourshours subject to reasonable scheduling accommodations for appropriate members of management and/or operations, Agent, any Lender, and each of their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with, and to be advised as to the same by, its officers and employees (provided, that representatives of Borrower shall be allowed to be present), at Borrower's expense in accordance with the Issuing Entity’s officersprovisions of the Fee Letter, employees subject to the limitations set forth below in Section 5.5(c). (b) Permit, upon reasonable prior notice except if an Event of Default has occurred and Independent certified public accountantsis continuing (which shall be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), all during regular business hours subject to reasonable scheduling accommodations for appropriate members of management and/or operations, Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations, at such reasonable times Borrower's expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c). (c) So long as no Event of Default shall have occurred and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedcontinuing during a calendar year, however, that the foregoing Borrower shall not be construed obligated to prohibit: reimburse Agent for more than 1 field examinations in such calendar year (i) disclosure of any and all information that increasing to 2 field examinations if Excess Availability is equal to or becomes publicly known, or information obtained by the Indenture Trustee from sources other less than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects 20% of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to Maximum Revolver Amount at any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which time during the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialimmediately preceding 12 month period), and provided further1 inventory appraisal in such calendar year, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (Awhether or not consummated), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Appears in 2 contracts

Sources: Credit Agreement (Sanfilippo John B & Son Inc), Credit Agreement (Sanfilippo John B & Son Inc)

Inspection. The Issuing Entity Upon reasonable request, the Issuer agrees that, on reasonable prior notice, that it will permit shall make available to any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursAdministrative Agent, to examine all the any Hedge Counterparty or any Series Enhancer and their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records, records and reports relating to the Managed Containers and copies of all Leases or other papers documents relating thereto at the times and in accordance with the provisions of the Issuing EntityManagement Agreement. Each Noteholder, to make copies the Administrative Agent, each Series Enhancer, each Hedge Counterparty and extracts therefromthe Indenture Trustee agrees that it and its Affiliates and their respective shareholders, to cause directors, agents, representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through such books to be audited by Independent certified inspections or discussions (unless readily available from public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts sources that did not receive such information from such Person or otherwise in its possession from a source not having any confidentiality agreement with the Issuing Entity’s officersIssuer or the Manager with respect thereto), employees and Independent certified public accountants, all at such reasonable times and as often except as may be reasonably requested. The Indenture Trustee shall and shall cause otherwise required by regulation, law or court order or required by appropriate governmental authorities or as necessary to preserve or exercise its representatives rights or security under or to hold in confidence all such information; providedenforce the Transaction Documents, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure limit the right of any and all information that is or becomes publicly knownNoteholder, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Series Enhancer or any officerHedge Counterparty, directoras the case may be, employee or shareholder thereof is subjectto make such information available to its regulators, (D) in any preliminary or final offering circularsecurities rating agencies, prospectus, registration statement or contract or other document pertaining and to the transactions contemplated by the Indenture reinsurers and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises credit and liquidity providers whom such recipient of party reasonably believes will respect the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that from whom such party has requested confidential treatment of such information. Any expense incident to the reasonable exercise by the Indenture Trustee promptly notifies Trustee, the Issuing Entity Administrative Agent, any Series Enhancer, any Hedge Counterparty or any Noteholder of any disclosure of such information that it is required to make pursuant to right under this Section (except for one annual inspection at the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure expense of the information involved; (iiiIssuer) any other disclosure authorized shall be borne by the Issuing Entity Person exercising such right unless an Early Amortization Event, Manager Default or the Servicer or (iv) disclosure to the other parties to the transactions contemplated Event of Default shall have occurred and then be continuing in which case such expenses shall be borne by the Basic DocumentsIssuer.

Appears in 2 contracts

Sources: Indenture (TAL International Group, Inc.), Indenture (TAL International Group, Inc.)

Inspection. The Issuing Entity agrees thatCompany shall permit the representatives of each holder of Notes that is an Institutional Investor (subject to compliance with Section 20): (a) No Default -- if no Default or Event of Default then exists, on at the expense of such holder and upon reasonable prior noticenotice to the Company, it will permit any representative to visit the principal executive office of the Indenture TrusteeCompany, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts of the Company and its Subsidiaries with the Issuing Entity’s Company's officers, employees and Independent certified (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default -- if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedNotwithstanding the foregoing, however, that the foregoing Company shall not be construed required to prohibit: disclose to any holder of Notes any information (iother than financial information and other data related to the financial performance of the Company and its Subsidiaries, including without limitation copies of written reports that the Company provides to its lending banks) disclosure to the extent that the Company is advised in writing by internal or external legal counsel that the Company is prohibited from disclosing such information at such time to its creditors generally under any applicable law, rule, regulation or order (or other binding restriction imposed by any Governmental Authority) or as a result of any and all information agreement entered into in good faith with third parties that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining are not lenders to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity Company or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsSubsidiary.

Appears in 2 contracts

Sources: Note Purchase Agreement (Pittston Co), Note Purchase Agreement (Pittston Co)

Inspection. The Issuing Entity agrees that(a) Mortgagor shall, on reasonable prior noticein accordance with the Secured Obligation Agreements, it will permit any representative Mortgagee and its respective agents, representatives and employees to visit and inspect the Mortgaged Property, including all financial and accounting records of the Indenture TrusteeMortgagor located thereon, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and take extracts therefrom, to cause such books to be audited by Independent certified public accountants, all upon reasonable advance notice and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times during normal business hours and as often as may be reasonably requested. The Indenture Trustee . (b) At the written request of Mortgagee, which request shall specify in reasonable detail the basis therefor, at any time and shall cause its representatives from time to hold in confidence all such information; providedtime, howeverthe Partnership and the Operating Company will provide, that at their sole cost and expense, a Phase I environmental site assessment report (and any additional reports required thereby) concerning the foregoing shall not be construed to prohibit: (i) disclosure Property or any other property now or hereafter owned or operated by Mortgagor, prepared by an environmental consulting firm approved by Mortgagee and estimating the range of the potential costs of any removal, remedial or other corrective action in connection with any such matter; provided that in no event shall such request be made unless a Default or Event of Default has occurred and is continuing. If Mortgagor fails to provide the same within 60 days after such request was made, the Mortgagee may order the same, and the Mortgagor shall grants and hereby does grant, to Mortgagee and the Secured Parties and their agents access to the Property and specifically grant Mortgagee and the Secured Parties and their agents an irrevocable non-exclusive license, subject to the right of tenants, to undertake such an assessment, all information that is or becomes publicly known, or information obtained by at the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects expense of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture Mortgagor and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsCredit Parties.

Appears in 2 contracts

Sources: Credit Agreement (Stonemor Partners Lp), Credit Agreement (Stonemor Partners Lp)

Inspection. The Issuing Entity agrees that(a) Lessor, on Mortgagee or their respective authorized representatives (the "Inspecting Parties") may, upon reasonable prior noticenotice to Lessee, it will permit inspect the Aircraft, Airframe and Engines (including, without limitation, the Aircraft Documents) and Lessee shall cooperate, and shall cause any representative Permitted Sublessee to cooperate, with the Inspecting Parties in connection with any such inspection (including, without limitation, permitting any such Inspecting Party to make copies of such Aircraft Documents not reasonably deemed confidential by Lessee or such Permitted Sublessee). (b) Except during the continuance of any Lease Event of Default while the Section 1110 Period shall not be in effect, any inspection of the Indenture TrusteeAircraft hereunder shall be limited to a visual, walk-around inspection and shall not include the opening of any panels, bays or other components of the Aircraft, Airframe or Engines. Any inspection permitted hereunder, including any inspection conducted during the continuance of a Lease Event of Default, shall be conducted in a manner which does not interfere with Lessee's or a Permitted Sublessee's operation, use and maintenance of such Aircraft, which determination of interference shall be made by Lessee in its reasonable sole discretion. (c) With respect to such rights of inspection, neither Lessor nor Mortgagee shall have any duty or liability to make, or any duty or liability by reason of not making, any such visit, inspection or survey. (d) Each Inspecting Party shall bear its own expenses in connection with any such inspection (including the cost of any copies made in accordance with Section 12(a)); PROVIDED, that if a Lease Event of Default shall have occurred and be continuing, Lessee shall bear all such reasonable expenses, except, in the case of a Chapter 11 reorganization, during the Issuing Entity’s normal business hoursSection 1110 Period. (e) If requested by Lessor or Mortgagee, Lessee shall promptly advise, or shall cause any Permitted Sublessee to examine all the books of accountadvise, records, reports and other papers Lessor of the Issuing Entitydate upon which the Aircraft, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsAirframe or any Engine undergoes its next scheduled maintenance visit or next major check, and with respect to discuss any Engine, the Issuing Entity’s affairsnext off-the-wing maintenance, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects advise Lessor of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture name and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney location of the Indenture Trustee having a need relevant maintenance performer. An Inspecting Party shall have the opportunity to know the same; providedattend such scheduled maintenance visit or major check, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure subject to the other parties to the transactions contemplated by the Basic Documentsprovisions of this Section 12.

Appears in 2 contracts

Sources: Lease Agreement (Continental Airlines Inc /De/), Lease Agreement (Continental Airlines Inc /De/)

Inspection. The Issuing Entity agrees thatAt all reasonable times, on upon reasonable prior notice, it the Company will permit representatives designated by the Administrative Agent or by any representative Lender through the Administrative Agent to visit the offices of the Indenture Trustee, during the Issuing Entity’s normal business hoursCompany or each of its Subsidiaries, to examine all the books of accountand records thereof and Accountants’ reports relating thereto, records, reports and other papers of the Issuing Entity, to make copies and or extracts therefrom, to cause such books to be audited by Independent certified public accountantsdiscuss the affairs of the Company and its Subsidiaries with the respective officers thereof, and to examine and inspect the Property of the Company and its Subsidiaries and to meet and discuss the Issuing Entity’s affairs, finances affairs of the Company and accounts its Subsidiaries with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold Accountants in confidence all such informationthe presence of a designated representative of the Company; provided, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure of such representatives shall be reasonably acceptable to the Company, shall agree to any and all information that is or becomes publicly known, or information obtained reasonable confidentiality obligations proposed by the Indenture Trustee from sources other than Company, and shall follow the Issuing Entity or Servicer, guidelines and procedures generally imposed upon like visitors to the Company’s and its Subsidiaries’ facilities and (ii) unless a Default shall have occurred and be continuing, there shall only be one such visit and inspection in any fiscal year. Notwithstanding anything to the contrary in this Section 6.08, none of the Company or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (x) constitutes non-financial trade secrets, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or agreement or (z) in the Company’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, provided that the Company shall make available redacted versions of any and all information: (A) requested documents or, if required unable to do so by any applicable statuteconsistent with the preservation of such privilege, law, rule or regulation, (B) shall endeavor in good faith otherwise to any government agency or regulatory or self-regulatory body having or claiming authority disclose information responsive to regulate or oversee any aspects the requests of the Indenture Trustee’s business or that of its AffiliatesAdministrative Agent, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Lender or any officerof their respective representatives and agents, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, manner that the Indenture Trustee advises will protect such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsprivilege.

Appears in 2 contracts

Sources: Credit Agreement (Tiffany & Co), Credit Agreement (Tiffany & Co)

Inspection. The Issuing Entity agrees that(a) Each Loan Party will, on reasonable prior noticeand will cause each of its Restricted Subsidiaries to, it will permit Agent and its duly authorized representatives or agents to visit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursits properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entityand, to the extent reasonable, make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of Parent Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent may designate and with reasonable prior notice to Administrative Borrower and during regular business hours, at Borrowers’ expense in accordance with the provisions of Section 2.10(c), subject to the limitations set forth below in Section 5.9(c). Notwithstanding anything to the contrary in this Section 5.9, none of the Borrowers nor any of their 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 that (i) in respect of which disclosure to Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law or any binding agreement or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product. (b) Each Loan Party will, and will cause each of its Restricted 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 provisions of Section 2.10(c), subject to the limitations set forth below in Section 5.9(c). (c) So long as no Event of Default shall have occurred and be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedcontinuing during a calendar year, however, that the foregoing Borrowers shall not be construed obligated to prohibit: reimburse Agent for more than (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerone (1) field examination in such calendar year (increasing to two (2) field examinations if an Increased Examination Event has occurred during such calendar year), (ii) disclosure two (2) appraisals in respect of any Equipment Inventory in such calendar year (increasing to three (3) appraisals in respect of Equipment Inventory if an Increased Examination Event has occurred during such calendar year), and all information: (iii) two (2) appraisals in respect of Rolling Stock in such calendar year (increasing to three (3) appraisals in respect of Rolling Stock if an Increased Examination Event has occurred during such calendar year). Notwithstanding the foregoing, Agent may cause additional field examinations and appraisals to be done (A) if required at any time at its own expense upon reasonable prior notice to do Administrative Borrower and during normal business hours with the good faith cooperation of the Loan Parties and Agent so by as to minimize any applicable statute, law, rule or regulationdisruption of the business of the Loan Parties and their Restricted Subsidiaries, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects if an Event of Default shall have occurred and be continuing, at the Indenture Trustee’s business or that expense of its AffiliatesBorrowers in accordance with the provisions of Section 2.10(c), and (C) pursuant to any subpoenain connection with a Permitted Acquisition, civil investigative demand or similar demand or request at the expense of any courtBorrowers, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture field examinations and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney appraisals shall not be considered for purposes of the Indenture Trustee having a need to know limitations on field examinations and appraisals at the sameexpense of Borrowers set forth herein; provided, that any such appraisal in connection with a Permitted Acquisition shall only be conducted upon the Indenture Trustee advises such recipient request of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsAdministrative Borrower.

Appears in 2 contracts

Sources: Credit Agreement (EquipmentShare.com Inc), Credit Agreement (EquipmentShare.com Inc)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, Trustee or the Backup Servicer during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent independent certified public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee or the Backup Servicer may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, however, that the foregoing shall not be construed to prohibit: prohibit (i) disclosure of any and all information that is or becomes publicly knownknown through no fault of the Indenture Trustee or the Backup Servicer, or information obtained by the Indenture Trustee or the Backup Servicer from sources other than the Issuing Entity or ServicerIssuer, (ii) disclosure of any and all information: information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or the Backup Servicer or that of its Affiliatesaffiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee Trustee, the Backup Servicer or an Affiliate affiliate or any an officer, director, employee employer or shareholder thereof is subjecta party, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and herein approved in advance by the Issuing Entity Issuer or (E) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee or the Backup Servicer having a need to know the same; provided, provided that the Indenture Trustee or the Backup Servicer advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialdisclosed, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 2 contracts

Sources: Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD)

Inspection. The Issuing Entity agrees thatFollowing the Closing, the Collateral Agent (on behalf of all Holders) shall have the right (a) at reasonable times during normal business hours and upon reasonable prior notice, it will permit to visit and inspect any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursoffices of any Note Party, to examine all of the books of account, records, reports and other papers of the Issuing Entityany Note Party, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, therefrom and to discuss the Issuing Entity’s affairs, finances and accounts of any Note Party with the Issuing Entity’s officersdirectors and officers of any Note Party (and by this provision, employees Issuer authorizes its directors and Independent certified public accountantsofficers to discuss the affairs, finances and accounts of any Note Party with the Collateral Agent), all at such reasonable times and as often as may be reasonably requested, but not more frequently than once per fiscal year unless an Event of Default has occurred and is continuing, in which case the Collateral Agent may do any of the foregoing on a more frequent basis than once per fiscal year, and (b) to discuss the affairs, finances and accounts of any Note Party with Issuer’s accountants (and by this provision, Issuer authorizes its accountants to discuss the affairs, finances and accounts of any Note Party with the Collateral Agent), in each case, subject to any limitations imposed by law or by confidentiality agreements binding on such Note Party and excluding materials subject to attorney-client privilege or attorney work product. The Indenture Trustee costs and expenses of such inspections will be paid by the Holders, unless an Event of Default then exists and is continuing, in which case such costs and expenses will be paid by Issuer. Issuer shall and shall cause its representatives be entitled to hold participate in confidence or observe all such information; providedvisits, howeverinspections, that examinations and discussions. Notwithstanding the foregoing foregoing, if the Collateral Agent, directly or indirectly, is no longer Holder of a majority of the outstanding Notes, subject to the prior consent of Issuer, which consent shall not be construed unreasonably withheld, conditioned or delayed, all rights and privileges under this Section 4.4 shall be transferred to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained a representative chosen by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsRequisite Holders.

Appears in 2 contracts

Sources: Note Purchase Agreement (Morgan Stanley), Note Purchase Agreement (Full Alliance International LTD)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requestedrequested for the purpose of reviewing or evaluating the financial condition or affairs of the Issuer or the performance or compliance with the covenants and undertakings of the Issuer under this Indenture, the Purchase and Sale Agreement or any of the other documents referred to herein or therein. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity Issuer or Servicerits agents, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-self- 700148678 06142559 regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, circular or prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the this Indenture and approved in advance by the Issuing Entity Issuer or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer Issuer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Related Documents.

Appears in 2 contracts

Sources: Indenture (GE Equipment Transportation LLC, Series 2011-1), Indenture (GE Equipment Transportation LLC, Series 2011-1)

Inspection. The Issuing Entity agrees thatCompany shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, on at the expense of such holder and upon reasonable prior noticenotice to the Company, it will permit any representative to visit the principal executive office of the Indenture Trustee, during the Issuing Entity’s normal business hoursCompany, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and meet to discuss the Issuing Entity’s affairs, finances and accounts of the Company and its Subsidiaries with the Issuing EntityCompany’s officers, employees and Independent certified (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold requested in confidence all such informationwriting; provided, however, that the foregoing Company shall not be construed required to prohibit: hold such visit or meeting with any holder more than once every twelve (i12) disclosure months and that the Company shall notify other holders of Notes of such request for a meeting or visit by any holder; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all information their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. Notwithstanding the foregoing, an Institutional Investor (other than an original purchaser of a Note) that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects a Competitor of the Indenture Trustee’s business or that Company will not have the inspection rights contained in this §7.03 unless and until the occurrence of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee a Default or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney Event of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault.

Appears in 2 contracts

Sources: Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC)

Inspection. (a) The Issuing Entity agrees thatCompany will permit, on reasonable prior noticeand will cause each of its Subsidiaries to permit, it will permit the Purchasers and their respective Representatives to visit and inspect any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursits properties, to examine all the books of accountits corporate, records, reports financial and other papers of the Issuing Entity, to operating records and make copies and extracts thereof or abstracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s its affairs, business practices, finances and accounts with the Issuing Entity’s officerstheir respective directors, employees officers and Independent certified independent public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall , upon reasonable advance notice to the Company. (b) Each Purchaser will utilize reasonable good faith efforts to maintain, and shall cause its representatives Representatives to hold in confidence all such information; providedmaintain, however, that as confidential any information obtained from the foregoing shall not be construed Company pursuant to prohibit: Section 6.1.4 (a) (other than information which (i) at the time of disclosure of any or thereafter is generally available to and all information that is or becomes publicly known, or information obtained known by the Indenture Trustee from sources public (other than the Issuing Entity as a result of a disclosure directly or Servicerindirectly by such Purchaser or any of its representatives), (ii) disclosure is available to such Purchaser on a non-confidential basis from a source other than the Company or its Subsidiaries, provided that such source was not known by such Purchaser to be bound by a confidentiality agreement with the Company or any of its Subsidiaries, or (iii) has been independently developed by such Purchaser), and shall not disclose any information obtained from the Company pursuant to Section 6.1.4 (a) and all information: (A) if required to do so by any applicable statutebe maintained as confidential pursuant hereto, lawexcept (1) to the respective Representatives, rule or regulationagents, partners and employees of such Purchaser, (B2) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee bona fide prospective transferee of any aspects of the Indenture Trustee’s business Securities or that the shares of Common Stock issued upon the exercise of the Warrants or of an interest in such Purchaser or in a successor fund sponsored by such Purchaser or its Affiliates, (C3) pursuant to any subpoenaas may be required by law (including a court order, civil investigative demand subpoena or similar demand other administrative order or request of any court, regulatory authority, arbitrator process) or arbitration applicable regulations to which the Indenture Trustee such Purchaser is or an Affiliate or any officer, director, employee or shareholder thereof is becomes subject, (D4) in connection with any preliminary litigation arising out of or final offering circularrelated to this Agreement, prospectus, registration statement or contract or other document pertaining (5) to the transactions contemplated by executive officers of the Indenture and approved in advance by the Issuing Entity Company or any of its Subsidiaries, or (E6) to any Affiliate, independent or internal auditor, agent, employee or attorney with the written consent of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises Company. Each Purchaser shall be responsible for breaches of this Section 6.1.4(b) by such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsPurchaser's Representatives.

Appears in 2 contracts

Sources: Investment Agreement (Mac Music LLC), Investment Agreement (Sk Palladin Partners Lp)

Inspection. The Issuing Entity agrees that(a) Permit Bank to inspect the Airframe and the Engines at all reasonable times wherever located; (b) upon the request of the Bank, on confirm, or cause to be confirmed, to the Bank the location of the Airframe and the Engines; (c) at any reasonable prior time, and upon reasonable notice, it will permit any representative of make the Indenture Trustee, during Airframe and the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsEngines, and all books and records pertaining to discuss the Issuing Entity’s affairsAirframe and the Engines, finances and accounts with available to the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationBank for inspection; provided, however, that the foregoing such inspection shall not be construed to prohibit: (i) disclosure of any interfere with the Borrower's normal operation and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects scheduling of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the sameAircraft; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that during the Indenture Trustee promptly notifies the Issuing Entity term of any disclosure lease permitted hereunder reasonable inspection rights will be provided notwithstanding the schedule operated by the lessee in the event such lessee's schedule would otherwise practically preclude inspections hereunder; provided, further, that following any notice to Borrower under Section 9.8 hereof with respect to Borrower's (or any lessee's) failure to perform a maintenance obligation of Borrower under Section 6.1(a) hereof until such information that it failure has been corrected to the extent required under Section 6.1(a) hereof, Bank shall have the right to inspect the Aircraft, upon twenty-four (24) hours' prior notice, at Borrower's (or such lessee's) place of business where the Aircraft is located, and any such inspection of the Aircraft or Engines shall include a "walk around", but shall not include the opening of any bays and panels unless a Default or Event of Default shall have occurred and be continuing, and in any case, shall not interfere with the operation or maintenance of the Aircraft; and (d) pay for the cost of Bank's inspection if Borrower shall not promptly commence any required to make repair discovered during Bank's inspection; in the case of any inspection by Bank pursuant to this Section 4.7, Bank shall indemnify and hold harmless Borrower from any claims, losses, damages, liabilities, actions or suits arising from the preceding clause (A), (B) death or (C) so that the Issuing Entity may seek appropriate protective orders personal injury of any person conducting an inspection on behalf of Bank or restrictions on the disclosure any of the information involved; (iii) any other disclosure Bank's authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsrepresentatives.

Appears in 2 contracts

Sources: Aircraft Loan Agreement (Hawaiian Airlines Inc/Hi), Aircraft Loan Agreement (Hawaiian Airlines Inc/Hi)

Inspection. The Issuing Entity agrees that(a) During the term of this Agreement, on the Purchaser and its agents may inspect the Seller’s books and records (including electronic records) related to the Contracts, including internal monitoring and compliance reports and such other reasonable prior noticeand readily available information relating to the Contracts that the Purchaser reasonably requests; provided, however, that the Seller shall not be obligated pursuant to this Section 7.5 to provide access to any information that it will permit reasonably and in good faith considers to be a trade secret or confidential information or the disclosure of which would adversely affect the attorney client privilege between the Seller and its counsel or which is prohibited by a Governmental Authority or by Applicable Law from being disclosed. Each such inspection (w) shall occur during regular business hours upon thirty (30) days notice if commercially reasonable to do so and in no event shall such notice be less than ten (10) Business Days, (x) if commercially reasonable, shall occur at the same time as any representative inspection pursuant to the Servicing Agreement, (y) shall require no more than a two (2) Business Days commitment of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Seller and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, its employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee (z) shall and shall cause its representatives to hold in confidence all such informationnot unreasonably interfere with Seller’s business operations; provided, however, that the foregoing limitations set forth in clauses (w) through (z) shall not apply in the event that an inspection is required to address an event that would reasonably be expected to give rise to a Purchaser Termination Option except that the prior notice of one (1) Business Day by the Purchaser shall be required. The Purchaser and its representatives shall comply with all of the confidentiality and security requirements of this Agreement. The Purchaser shall not request an inspection more than one (1) time each calendar year, commencing with the calendar year ending on December 31, 2026; provided, however, that such limitation shall not apply in the event that the inspection is required to address an event that would reasonably be expected to give rise to a Purchaser Termination Option. All costs and expenses of any inspection shall be solely paid by the Purchaser; provided, however, that such limitation shall not apply in the event that an inspection is required to address an event that would give rise to a Purchaser Termination Option, in which event all costs and expenses of such inspection shall be the responsibility of the Seller. (b) During the term of this Agreement, the Purchaser may, or may hire an independent third party auditor (the “Auditor”) reasonably acceptable to the Seller to, review and audit (the “Audit”) the Seller’s performance of its obligations under this Agreement, with such Audit occurring in connection with an inspection under Section 7.5(a); provided, however, that any Audit requested in connection with a Purchaser Termination Option (a “Specified Audit”) shall occur within five (5) days prior written notice and require no more than five (5) Business Days commitment of the Seller or such longer period of time as may reasonably be required by the Auditor. The Auditor shall comply with confidentiality and security requirements of this Agreement and of the party subject to the Audit. With respect to a Specified Audit, all costs and expenses of such Audit and the related Auditors shall be paid by the Seller. Other than with respect to a Specified Audit, all costs and expenses of any Audit and Auditor shall be solely paid by the Purchaser. (c) Upon the notice by Purchaser of its intent to conduct an inspection or an Audit, the Seller shall promptly notify any other purchaser of Contracts and shall permit such other purchaser the opportunity to participate in the inspection or Audit to be conducted by the Purchaser. To the extent any other purchaser notifies the Seller of its intent to conduct an inspection or an Audit under the related purchase agreement, the Seller shall provide the Purchaser with advance written notice of the conduct of such inspection or Audit as promptly as practicable and shall permit the Purchaser to participate in such inspection or Audit. In the event any joint inspection is conducted, each of the Seller and the Purchaser acknowledges and agrees that any cost of conducting such an inspection or an Audit that is required to be paid by the Purchaser pursuant to Section 7.5 shall be shared among the Purchaser and the other purchasers participating in such joint inspection. (d) The Seller understands and acknowledges that the Purchaser or certain of the Purchaser’s Affiliates are subject to examination by Regulatory Authorities with authority over the Purchaser or the Purchaser’s Affiliates. The Seller agrees to reasonably cooperate with any legitimate examination or inquiry by any such Regulatory Authority having proper regulatory authority over the Purchaser or the Purchaser’s Affiliates, at the Purchaser’s sole cost and expense; provided, that, (i) the Seller shall not be construed required to prohibit: provide information or make available its or its Affiliates personnel in connection with any audit or examination pursuant to this Section 7.5(d) more than one (i1) disclosure of any and all information that is or becomes publicly knowntime each calendar year, or information obtained by commencing with the Indenture Trustee from sources other than the Issuing Entity or Servicercalendar year ending on December 31, 2026, (ii) disclosure of Purchaser and its Affiliates shall attempt to require any such audits or examinations to be conducted remotely, and all information: each on-site audit or examination (Aif required) if required to do so by any applicable statuteshall occur during regular business hours upon at least thirty (30) days prior written notice, law, rule or regulation, shall require no more than a two (B2) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects Business Day commitment of the Indenture TrusteeSeller and its employees and shall not unreasonably interfere with Seller’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential’ business operations, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) neither the Seller nor any other disclosure authorized of its Affiliates shall be required to share any information that any of them would be prohibited by the Issuing Entity Applicable Law from sharing or the Servicer constitute a trade secret or (iv) disclosure relate to the other parties to the transactions contemplated by the Basic Documentsconfidential business practices.

Appears in 2 contracts

Sources: Second Amendment to Purchase Agreements, First Amendment to Servicing Agreement, and Waiver With Respect to Back Book Purchase Agreement (Harley-Davidson, Inc.), Master Purchase and Sale Agreement (Harley-Davidson, Inc.)

Inspection. The Issuing Entity agrees that(a) Parent will, on and will cause each of its Restricted Subsidiaries to, permit Agent, and its duly authorized representatives or agents, with reasonable prior notice, it will permit any representative of the Indenture Trustee, notice to Administrative Borrower and during the Issuing Entity’s normal regular business hours, to examine all the visit any of its properties and inspect any of its assets or books of account, and records, reports to examine and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with with, and to be advised as to the Issuing Entity’s officerssame by, its officers and employees and Independent certified public accountants(provided, all that an authorized representative of Administrative Borrower shall be allowed to be present) at such reasonable times and intervals as often Agent, may designate and, so long as may no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Administrative Borrower and during regular business hours, at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c). Notwithstanding anything to the contrary herein or in any other Loan Document, none of the Loan Parties nor any of its or their Subsidiaries will be reasonably requested. The Indenture Trustee shall and shall cause required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of which disclosure to the Agent (or its representatives or agents) is prohibited by any applicable law or any binding agreement with a third party (provided, that, with respect to hold any such binding agreement with a third party, the relevant Loan Party or Subsidiary shall upon request from Agent have used commercially reasonable efforts to obtain a waiver of any such prohibition) or (ii) that is subject to attorney client or similar privilege or constitutes attorney work product. (b) Parent will, and will cause each of its Restricted Subsidiaries to, permit Agent and each of its duly authorized representatives or agents, with reasonable prior notice to Parent and during regular business hours, to conduct field examinations or appraisals at such reasonable times and intervals as Agent may designate, at Borrowers’ expense in confidence all accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.7(c); provided that prior to any such informationexamination or appraisal by any representative or agent of Agent (other than Agent’s own employees), such representative or agent shall have agreed in writing to comply with the confidentiality provisions set forth in this Agreement or shall otherwise be bound by professional ethics rules or by binding contractual obligations with Agent (or such Lender, as applicable) to maintain confidentiality. (c) Borrowers shall not be obligated to reimburse Agent for more than one field examination and one appraisal in each calendar year; provided, however, that Borrowers shall be required to reimburse Agent for (i) one additional field examination and one additional appraisal in each calendar year during which Availability has been, at any time during such calendar year, less than 20% of the foregoing Maximum Revolver Amount; (ii) all field examinations and appraisals conducted in connection with a Permitted Acquisition or Permitted Investment (of the type described in Eligible Accounts, Eligible Rolling Stock, Eligible Equipment Inventory, and Eligible Parts and Tools Inventory (regardless of whether such Permitted Acquisition or Permitted Investment is consummated)); and (iii) all field examinations and appraisals commenced during the existence of any Event of Default. Notwithstanding anything herein to the contrary, Borrowers shall not be construed obligated to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other reimburse Agent for more than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsone environmental audit per year.

Appears in 2 contracts

Sources: Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.)

Inspection. The Issuing Entity (a) Upon reasonable request, the Issuer agrees that, on reasonable prior notice, that it will permit shall make available to any representative of the Indenture Trustee, during the Issuing Entity’s normal business hoursAdministrative Agent, to examine all the any Hedge Counterparty or any Series Enhancer and their duly authorized representatives, attorneys or accountants, for inspection and copying its books of account, records, records and reports relating to the Managed Containers and copies of all Leases or other papers documents relating thereto at the times and in accordance with the provisions of the Issuing EntityManagement Agreement. Each Noteholder, to make copies the Administrative Agent, each Series Enhancer, each Hedge Counterparty and extracts therefromthe Indenture Trustee agrees that it and its Affiliates and their respective shareholders, to cause directors, agents, representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through such books to be audited by Independent certified inspections or discussions (unless readily available from public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts sources that did not receive such information from such Person or otherwise in its possession from a source not having any confidentiality agreement with the Issuing Entity’s officersIssuer or the Manager with respect thereto), employees and Independent certified public accountants, all at such reasonable times and as often except as may be reasonably requested. The Indenture Trustee shall and shall cause otherwise required by regulation, law or court order or required by appropriate governmental authorities or as necessary to preserve or exercise its representatives rights or security under or to hold in confidence all such information; providedenforce the Transaction Documents, however, provided that the foregoing shall not be construed to prohibit: (i) disclosure limit the right of any and all information that is or becomes publicly knownNoteholder, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Series Enhancer or any officerHedge Counterparty, directoras the case may be, employee or shareholder thereof is subjectto make such information available to its regulators, (D) in any preliminary or final offering circularsecurities rating agencies, prospectus, registration statement or contract or other document pertaining and to the transactions contemplated by the Indenture reinsurers and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises credit and liquidity providers whom such recipient of party reasonably believes will respect the confidential nature of such information and from whom such party has requested confidential treatment of such information. Any expense incident to the information being disclosed reasonable exercise by the Indenture Trustee, the Administrative Agent, any Series Enhancer, any Hedge Counterparty or any Noteholder of any right under this Section (except for one annual inspection at the expense of the Issuer) shall be borne by the Person exercising such right unless an Early Amortization Event, Manager Default or Event of Default shall have occurred and then be continuing in which case such recipient expenses shall be borne by the Issuer. (b) The Issuer also agrees to keep such information confidential, and provided further, that make available on a reasonable basis to the Indenture Trustee promptly notifies Trustee, Administrative Agent, each Series Enhancer and each Hedge Counterparty a Managing Officer for the Issuing Entity purpose of any disclosure of such information that it is required to make pursuant to answering reasonable questions respecting recent developments affecting the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 2 contracts

Sources: Indenture (TAL International Group, Inc.), Indenture (TAL International Group, Inc.)

Inspection. The Issuing Entity agrees thatAny Lessor Party and its authorized representatives may enter upon, on reasonable prior noticeinspect and examine, it will permit any representative at their own expense (unless an Event of Default exists, in which case such expense shall be for the Indenture Trusteeaccount of Lessee), during the Issuing Entity’s normal business hours, to examine all Facility and the books and records of accountLessee relative thereto, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to . Any Participant may discuss the Issuing Entity’s Lessee's affairs, finances and accounts with Lessee's officers. Owner Participant, any Loan Participant as of the Issuing Entity’s officersdate hereof or other Loan Participants holding individually or in the aggregate at least $5,000,000 in aggregate principal amount of the Loan Certificates, employees may request, specifying a reasonable basis for doing so, that the chief financial officer of Lessee arrange a meeting with Lessee's independent public accountants to discuss Lessee's affairs, finances and Independent certified accounts, and upon such request, such chief financial officer shall arrange for such meeting to take place promptly but in any event within 10 Business Days, provided that if the chief financial officer shall not arrange such a meeting, any such Participant or Participants may arrange such a meeting with Lessee's independent public accountants. Lessee authorizes such accountants to discuss with each of Owner Participant and any such Loan Participant and their authorized representatives the affairs, all finances and accounts of Lessee at such reasonable times meeting. Representatives of Lessee shall be afforded an opportunity to be present at any such meeting with Lessee's independent public accountants. Lessee shall furnish to each Lessor Party statements accurate in all material respects regarding the condition and state of repair of the Facility, as often as may be reasonably requested. The Indenture Trustee No Lessor Party shall have any duty to make any such inspection or inquiry and shall cause its representatives to hold in confidence all not incur any liability or obligation by reason of not making any such information; provided, however, that the foregoing inspection or inquiry. Each Lessor Party shall not be construed to prohibit: (i) disclosure of any and treat all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make received pursuant to the preceding clause (A), (B) or (C) so that terms of this Section 6.03 as required by the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure terms of Section 9.12 of the information involved; Participation Agreement. Notwithstanding the foregoing, no Loan Certificateholder (iiiother than an institutional investor) any other disclosure authorized by that is a direct or indirect competitor of Lessee shall have the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsrights set forth in this Section 6.03.

Appears in 2 contracts

Sources: Lease Agreement (New Tenneco Inc), Lease Agreement (New Tenneco Inc)

Inspection. The Issuing Entity agrees thatBorrower will furnish or cause to be furnished to the Administrative Agent from time to time such information with respect to the financial affairs of any Loan Party or any of their Subsidiaries and the Collateral as the Administrative Agent may reasonably request. The Borrower will, on during regular business hours and with reasonable prior written notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent Administrative Agent or its respective agents or representatives and/or certified public accountantsaccountants or other auditors acceptable to the Administrative Agent, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: to: (i) disclosure examine and make copies of and abstracts from all books and records relating to the financial affairs of any and all information that is Loan Party or becomes publicly known, any of their Subsidiaries or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerany Collateral, (iiii)(A) disclosure visit the offices and properties of any the Borrower for the purpose of examining such books and all information: (A) if required records and to do so by any applicable statuteverify materials, lawleases, rule or regulationnotes, inventory, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations and appraisals and (B) after the occurrence and during the continuance of an Event of Default, assertion of any Environmental Actions, or violation of Environmental Laws, with respect to any government agency Material Real Property, conduct Phase I ESAs (and, if reasonably requested by the Administrative Agent or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request Required Lenders based upon the results of any courtsuch Phase I ESA, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (BPhase II ESA) or (C) so examinations, provided that the Issuing Entity may seek appropriate protective orders or restrictions Phase I ESAs shall be delivered in connection with any Mortgage on the disclosure of the information involved; any Material Real Property as required under this Agreement, (iii) discuss matters relating to the Core Business or any Collateral or such Loan Party’s performance hereunder or under the other disclosure authorized by Loan Documents to which it is a party with any of the Issuing Entity officers, directors, employees or independent public accountants of the Servicer or Borrower, to the extent reasonably available, having knowledge of such matters and (iv) disclosure conduct a review of its books and records with respect to the other parties to the transactions contemplated by the Basic Documentsfinancial affairs of any Loan Party or any of their Subsidiaries or any Collateral (each inspection and audit described in clauses (i) though (iv) above, an “Inspection”).

Appears in 2 contracts

Sources: Senior Secured Term Loan Agreement, Senior Secured Term Loan Agreement

Inspection. The Issuing Entity agrees thatAt all reasonable times so long as the Aircraft is subject to the Lien of this Agreement, on reasonable prior noticeMortgagee or its authorized representatives may at its own expense (unless an Event of Default shall have occurred and be continuing, it will permit or unless such inspection discloses any representative material failure by Mortgagor to comply with the provisions of this Agreement in which case, at Mortgagor's expense) and risk conduct a visual walk-around inspection of the Indenture TrusteeAircraft and any Engine (including, during the Issuing Entity’s normal business hourswithout limitation, to examine all the books of account, records, reports and other papers a visual walk-around inspection of the Issuing EntityAircraft during any "C" check or other heavy maintenance) and may inspect the books, to logs and records of Mortgagor (and make copies of such books, logs and extracts therefromrecords) relating to the operation and maintenance thereof; provided that (a) any such inspection shall be subject to the safety, to cause security and workplace rules applicable at the location where such books to be audited by Independent certified public accountantsinspection is conducted and any applicable governmental rules or regulations and (b) in the case of an inspection during a maintenance visit, and to discuss the Issuing Entity’s affairs, finances and accounts such inspection shall not interfere with the Issuing Entity’s officersnormal conduct of such maintenance visit or extend the time required for such maintenance visit or, employees in any event, at any time interfere with the use or operation of the Airframe or any Engine or with the normal conduct of Mortgagor's business. All information obtained in connection with any such inspection shall be held confidential by Mortgagee and Independent certified public accountants, all at such reasonable times the Holders and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed furnished or disclosed by them to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources anyone other than each other, their bank examiners, regulators, auditors, accountants, agents and legal counsel and any Person with whom any Holder is in good faith conducting negotiations relating to the Issuing Entity or Servicer, (ii) disclosure possible transfer and sale of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) such Holder's interest in any preliminary or final offering circularSecurity, prospectus, registration statement or contract or other document pertaining if such Person shall have entered into an agreement similar to the transactions contemplated by the Indenture and approved that contained in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises this Section 6.10 whereby such recipient of the confidential nature of the information being disclosed and such recipient Person agrees to keep hold such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity except as may be required by an order of any disclosure court or administrative agency or by any statute, rule, regulation or order of any governmental authority or as may be necessary to enforce the terms of this Agreement. Neither Mortgagee nor any Holder shall have any duty to make any such inspection or incur any liability or obligation by reason of not making any such inspection. No inspection under this Section 6.10 shall relieve Mortgagor of any of its obligations under this Agreement. If requested by Mortgagee, Mortgagor shall give reasonable prior written notice to Mortgagee of the date on which the Aircraft, Airframe or any Engine undergoes its next scheduled maintenance visit and next major check, and with respect to any Engine the next off-the-wing maintenance, and shall advise Mortgagee of the name and location of the relevant maintenance provider and shall, at least five days prior to commencement of such information that it is required to major check or maintenance, make pursuant available for inspection by Mortgagee all relevant records, logs and documents relating to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsAircraft.

Appears in 2 contracts

Sources: Indenture (Trans World Airlines Inc /New/), Indenture (Trans World Airlines Inc /New/)

Inspection. The Issuing Entity agrees thatBorrower will furnish or cause to be furnished to the Administrative Agent from time to time such information with respect to the financial affairs of any Loan Party or any of their Subsidiaries and the Collateral as the Administrative Agent may reasonably request. The Borrower will, on during regular business hours and with reasonable prior written notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent Administrative Agent or its respective agents or representatives and/or certified public accountantsaccountants or other auditors acceptable to the Administrative Agent, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibitto: (i) disclosure examine and make copies of and abstracts from all books and records relating to the financial affairs of any and all information that is Loan Party or becomes publicly known, any of their Subsidiaries or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerany Collateral, (iiii)(A) disclosure visit the offices and properties of any the Borrower for the purpose of examining such books and all information: (A) if required records and to do so by any applicable statuteverify materials, lawleases, rule or regulationnotes, inventory, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations and appraisals and (B) after the occurrence and during the continuance of an Event of Default, assertion of any Environmental Actions, or violation of Environmental Laws, with respect to any government agency Material Real Property, conduct Phase I ESAs (and, if reasonably requested by the Administrative Agent or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request Required Lenders based upon the results of any courtsuch Phase I ESA, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (BPhase II ESA) or (C) so examinations, provided that the Issuing Entity may seek appropriate protective orders or restrictions Phase I ESAs shall be delivered in connection with any Mortgage on the disclosure of the information involved; any Material Real Property as required under this Agreement, (iii) discuss matters relating to the Core Business or any Collateral or such Loan Party’s performance hereunder or under the other disclosure authorized by Loan Documents to which it is a party with any of the Issuing Entity officers, directors, employees or independent public accountants of the Servicer or Borrower, to the extent reasonably available, having knowledge of such matters and (iv) disclosure conduct a review of its books and records with respect to the other parties to the transactions contemplated by the Basic Documentsfinancial affairs of any Loan Party or any of their Subsidiaries or any Collateral (each inspection and audit described in clauses (i) though (iv) above, an “Inspection”).

Appears in 2 contracts

Sources: Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement (Cresco Labs Inc.)

Inspection. The Issuing Entity agrees thatLender (by any of its officers, on reasonable employees and agents) shall have the right upon prior notice, it will permit any representative notice to an executive officer of the Indenture TrusteeGrantor, and at any reasonable times during the Issuing Entity’s normal Grantor's usual business hours, to examine inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the books of account, records, reports and other papers premises upon which any of the Issuing EntityCollateral is located, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairsGrantor's affairs and finances with any Person (other than Persons obligated on any Accounts ("Account Debtors") except as expressly otherwise permitted in the Loan Documents) and to verify with any Person other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to discuss the Grantor's affairs and finances and accounts with the Issuing Entity’s officersGrantor's Account Debtors and to verify the amount, employees quality, value and Independent certified public accountantscondition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Lender may at any time and from time to time employ and maintain on the Grantor's premises a custodian selected by the Lender who shall have full authority to do all at acts necessary to protect the Lender's interest. All expenses incurred by the Lender by reason of the employment of such reasonable times and as often as may custodian shall be reasonably requested. The Indenture Trustee shall paid by the Grantor on demand from time to time and shall cause its representatives be added to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained Secured Obligations secured by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialCollateral, and provided further, that any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the Indenture Trustee promptly notifies date of demand until paid in full at the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Appears in 2 contracts

Sources: Security Agreement (Crocs, Inc.), Security Agreement (Crocs, Inc.)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture TrusteeTrustee and any representative of the Louisiana Commission, during the Issuing EntityIssuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent certified registered public accountants, and to discuss the Issuing EntityIssuer’s affairs, finances and accounts with the Issuing EntityIssuer’s officers, employees and Independent certified registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee and the Louisiana Commission shall hold and shall cause its representatives to hold in confidence all such information; provided, however, information except to the extent disclosure may be required by applicable law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the foregoing Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit: prohibit (ia) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or ServicerIssuer, provided such parties are rightfully in possession of such information, (iib) disclosure of any and all information: information (Ai) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, court or regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subjectauthority exercising its proper jurisdiction, (Diii) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to a copy of which has been filed with the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or SEC, (Eiv) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that such parties agree to be bound by the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialconfidentiality provisions contained in this Section 3.20, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (Cv) so that the Issuing Entity may seek appropriate protective orders to any Rating Agency or restrictions on the disclosure of the information involved; (iiic) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 2 contracts

Sources: Indenture (Cleco Power LLC), Indenture (Cleco Power LLC)

Inspection. The Issuing Entity agrees that(a) Permit, on upon reasonable prior notice, it will permit any representative notice except if an Event of the Indenture TrusteeDefault has occurred and is continuing (which shall be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), during the Issuing Entity’s normal regular business hourshours subject to reasonable scheduling accommodations for appropriate members of management and/or operations, Agent, any Lender, and each of their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of its books and extracts therefrom, to cause such books to be audited by Independent certified public accountantsrecords, and to discuss the Issuing Entity’s its affairs, finances finances, and accounts with, and to be advised as to the same by, its officers and employees (provided, that representatives of Borrower shall be allowed to be present), at Borrower’s expense in accordance with the Issuing Entityprovisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c). (b) Permit, upon reasonable prior notice except if an Event of Default has occurred and is continuing (which shall be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), during regular business hours subject to reasonable scheduling accommodations for appropriate members of management and/or operations, Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals or valuations, at Borrower’s officersexpense in accordance with the provisions of the Fee Letter, employees subject to the limitations set forth below in Section 5.5(c). (c) So long as no Event of Default shall have occurred and Independent certified public accountantsbe continuing during a calendar year, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing Borrower shall not be construed obligated to prohibit: reimburse Agent for more than 1 field examinations in such calendar year (i) disclosure of any and all information that increasing to 2 field examinations if Excess Availability is equal to or becomes publicly known, or information obtained by the Indenture Trustee from sources other less than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects 20% of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to Maximum Revolver Amount at any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which time during the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialimmediately preceding 12 month period), and provided further1 inventory appraisal in such calendar year, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause in each case, except for field examinations and appraisals conducted in connection with a proposed Permitted Acquisition (Awhether or not consummated), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.

Appears in 2 contracts

Sources: Credit Agreement (Sanfilippo John B & Son Inc), Credit Agreement (Sanfilippo John B & Son Inc)

Inspection. The Issuing Entity agrees thatAdministrative Agent (by any of its officers, employees and agents), on reasonable prior notice, it will permit any representative behalf of the Indenture TrusteeSecured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and at any reasonable times during the Issuing Entitysuch Grantor’s normal usual business hours, to examine all inspect the books of account, records, reports Collateral (including inspecting Vehicles and other papers conducting random samples of the Issuing EntityNet Book Value of the Used Vehicles), all records related thereto (and to make extracts or copies from such records), and the premises upon which any of the Collateral is located, to make copies discuss such Grantor’s affairs and extracts therefromfinances with any Person (other than Persons obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and to verify with any Person other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to cause discuss such books Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount, quality, value and condition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Administrative Agent may at any time and from time to time employ and maintain on such Grantor’s premises a custodian selected by the Administrative Agent who shall have full authority to do all acts necessary to protect the Administrative Agent’s (for the benefit of the Secured Parties) interest. All expenses incurred by the Administrative Agent, on behalf of the Secured Parties, by reason of the employment of such custodian shall be audited paid by Independent certified public accountantssuch Grantor on demand from time to time and shall be added to the Secured Obligations secured by the Collateral, and any amounts not so paid on demand (in addition to discuss other rights and remedies resulting from such nonpayment) shall bear interest from the Issuing Entity’s affairs, finances and accounts with date of demand until paid in full at the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Appears in 2 contracts

Sources: Security Agreement (Sonic Automotive Inc), Security Agreement (Sonic Automotive Inc)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s Issuer's normal business hours, to examine all the books of account, records, reports reports, and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s Issuer's affairs, finances and accounts with the Issuing Entity’s Issuer's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested; provided, however, that the Indenture Trustee may only cause the books of the Issuer to be audited on an annual basis, unless there occurs an Event of Default hereunder. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine with advice of counsel and after consultation with the Issuer and Administrator that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, however, that the foregoing shall not be construed to prohibit: prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by known through no fault of the Indenture Trustee from sources other than the Issuing Entity or ServicerTrustee, (ii) disclosure of any and all information: information (which makes reference to the Issuer, the Administrator or the Crestar Student Loan Trust 1997-1 transaction) obtained by the Indenture Trustee from sources (other than the Issuer, Eligible Lender Trustee, the Administrator or the Master Servicer) that have not notified the Indenture Trustee that such information is subject to a confidentiality obligation with the Issuer, the Eligible Lender Trustee, the Administrator or the Master Servicer (iii) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s 's business or that of its Affiliatesaffiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate affiliate or any an officer, director, director or employee or shareholder thereof is subjecta party, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and herein approved in advance by the Issuing Entity Issuer or (E) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iiiiv) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 2 contracts

Sources: Indenture (Crestar Bank /Va), Indenture (Crestar Bank /Va)

Inspection. The Issuing Entity agrees thatAt reasonable times during the Term of this Sublease, on reasonable prior noticeSublessee shall provide to Sublessor and each Head Lessor and Owner such information concerning the location, it will permit any representative condition, use and operation of the Indenture TrusteeEquipment as they may reasonably request. Additionally, during Sublessee shall permit (a) Sublessor, each Owner and any of their authorized representatives at such Person's expense to visit and inspect any item of Equipment, its condition, use and operation and any records in Sublessee's possession maintained in connection therewith (except to the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers extent prohibited by applicable national security regulations of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsGovernment), and (b) Sublessor and any of its representatives to discuss the Issuing Entity’s affairs, finances and accounts of the Sublessee in relation to the performance of its obligations hereunder, with the Issuing Entity’s officersfinancial officers of the Sublessee; provided that such visits, employees inspections and Independent certified public accountants, all discussions do not interfere with the operations of the Sublessee and are scheduled at the reasonable request of the Sublessor and the Owner at times mutually convenient to such reasonable times Person and as often as may be reasonably requestedthe Sublessee. The Indenture Trustee Sublessee hereby agrees to make all reasonable efforts to arrange for such visits, inspections and discussions at times convenient for such Person. Neither the Sublessor or any Owner shall and have any duty to make any such inspection nor shall cause its representatives any of them incur any liability or obligation by reason of not making any such inspection nor waive or be deemed to hold in confidence all such information; provided, however, that the foregoing waive any rights hereunder or under any other Operative Agreement. Sublessor shall not be construed have any obligation to prohibit: (i) disclosure of any and all information that is third parties or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency Person to ensure that Sublessee maintains the Aircraft or regulatory causes the Aircraft to be maintained in an airworthy condition or self-regulatory body having or claiming authority to regulate or oversee any aspects of otherwise in accordance with the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsterms hereof.

Appears in 2 contracts

Sources: Sublease Agreement (Hawaiian Airlines Inc/Hi), Sublease Agreement (Hawaiian Airlines Inc/Hi)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit Administrative Agent (by any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s its officers, employees and Independent certified public accountantsagents), on behalf of the Secured Parties, shall have the right upon prior notice to an executive officer of any Grantor, and at any reasonable times during such Grantor’s usual business hours (and no more frequently than quarterly unless an Event of Default has occurred and is continuing), to inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the premises upon which any of the Collateral is located, to discuss such Grantor’s affairs and finances with any officer or any independent public accountant of such Grantor (other than any officer or any independent public accountant obligated on any Accounts (“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and to verify with any such officer or any such independent public accountant other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to discuss such Grantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount, quality, value and condition of, or any other matter relating to, the Collateral with such Account Debtors. Upon or after the occurrence and during the continuation of an Event of Default, the Administrative Agent may at any time and from time to time employ and maintain on such Grantor’s premises a custodian selected by the Administrative Agent who shall have full authority to do all acts necessary to protect the Administrative Agent’s (for the benefit of the Secured Parties) interest. All reasonable times and as often as may expenses incurred by the Administrative Agent, on behalf of the Secured Parties, by reason of the employment of such custodian shall be reasonably requested. The Indenture Trustee shall paid by such Grantor on demand from time to time and shall cause its representatives be added to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained Secured Obligations secured by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsCollateral.

Appears in 2 contracts

Sources: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)

Inspection. The Issuing Entity agrees thatAt all reasonable times and upon at least 15 days' prior written notice to Lessee, on reasonable prior noticeLessor, it will permit any representative the Owner Participant or the Indenture Trustee or their respective authorized representatives may (not more than once every calendar year (unless an Event of Default has occurred and is continuing when such inspection right shall not be so limited)) inspect the Aircraft and inspect and make copies (at Lessor's, the Owner Participant's or the Indenture Trustee's expense, during as the Issuing Entity’s normal business hours, to examine all case may be) of the books and records of account, records, reports and other papers Lessee relating to the maintenance of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsAircraft, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at upon any such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained inspection by the Indenture Trustee or its authorized representatives of the books and records of Lessee relating to the maintenance of the Aircraft, the Policy Provider or its authorized representatives may also inspect and make copies (at the Policy Provider's expense) of the books and records of Lessee relating to the maintenance of the Aircraft; any such inspection of the Aircraft shall be limited to a visual, walk-around inspection and shall not include opening any panels, bays or the like without the express consent of Lessee; provided that no exercise of such inspection right shall interfere with the operation or maintenance of the Aircraft by, or the business of, Lessee (or any Sublessee). Upon receipt by Lessee of a written request from sources other than the Issuing Entity or ServicerOwner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled major overhaul to be performed on the Aircraft, Lessee shall cooperate with the Owner Participant to enable the Owner Participant's authorized representative to observe the next scheduled major overhaul to be performed on the Aircraft; provided that Lessee shall be required to so cooperate only to the extent necessary to enable the Owner Participant's authorized representative to observe (i) one scheduled major overhaul during each three year period of the Term and (ii) disclosure of any and all information: (Anotwithstanding the foregoing clause (i) but only if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects a major overhaul is scheduled during the last year of the Indenture Trustee’s business Term) one scheduled major overhaul during the last year of the Term; provided, further that the Owner Participant's authorized representative shall merely observe such major overhaul, shall not interfere with or that extend in any manner the conduct or duration of its Affiliatesthe major overhaul and shall not be entitled to direct any of the work performed in connection with such overhaul. None of Lessor, (C) pursuant to any subpoenathe Policy Provider, civil investigative demand the Owner Participant or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or shall have any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required duty to make pursuant to the preceding clause (A), (B) any such inspection nor shall any of them incur any liability or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure obligation by reason of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot making such inspection.

Appears in 2 contracts

Sources: Lease Agreement (Northwest Airlines Corp), Lease Agreement (Northwest Airlines Inc /Mn)

Inspection. The Issuing Entity agrees thatCompany shall permit, on reasonable prior notice, it will permit any representative and shall cause each of the Indenture TrusteeSubsidiaries to permit, during any holder of at least 15% of the Issuing Entity’s normal business hoursoutstanding Series A Preferred Stock or at least 15% of the outstanding Notes (any such Person, a "Qualified Holder"), by its representatives, agents or attorneys, (a) to examine all the of its books of account, records, reports and other papers of the Issuing Entitypapers, (b) to make copies and take extracts therefromfrom any thereof, to cause such books to be audited by Independent certified public accountants, and (c) to discuss the Issuing Entity’s its affairs, finances and accounts with the Issuing Entity’s officers, employees its officers and Independent independent certified public accountantsaccountants (and by this provision the Company hereby authorizes said accountants to discuss with any such holder the finances and accounts of the Company and the Subsidiaries) and (d) to visit and inspect, all at reasonable times, upon reasonable prior notice, the properties of each of the Company and the Subsidiaries, in each case to the extent permitted by applicable federal and state law. Each such reasonable times inspection shall be at the expense of the Person making the inspection; provided that (i) each Qualified Holder shall be entitled to have its expenses of one such inspection during each Fiscal Year paid or reimbursed by the Company and (ii) for so long as often as may the Company is not in compliance with any of its covenants or agreements specified herein, in the Notes or the Articles of Incorporation, each Qualified Holder shall be reasonably requestedentitled to have its expenses of any additional inspections paid or reimbursed by the Company. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that For purposes of the foregoing proviso, no visit or inspection by any representative, agent or designee of any Qualified Holder attending any meeting of the Board as a member of the Board at or around the time of such meeting of the Board shall be deemed to constitute an inspection for the purposes of this 9.4. Notwithstanding the foregoing sentence, it is understood and agreed by the Company that all expenses in connection with any such inspection incurred by the Company or any Subsidiary, any officers and employees thereof 31 and the attorneys and independent certified public accountants therefor shall be expenses payable by the Company and shall not be construed to prohibit: (i) disclosure expenses of the Person making any inspection. Any information acquired in the course of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure such inspection shall not be used in violation of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentssecurities laws.

Appears in 2 contracts

Sources: Securities Exchange Agreement (Phillips R H Inc), Securities Exchange Agreement (Phillips R H Inc)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company or any representative of its Subsidiaries by third parties that may be in the Indenture TrusteeCompany’s or any of its Subsidiaries’ possession from time to time, during the Issuing Entity’s Interim Period the Company shall, and shall cause its Subsidiaries to, (a) afford to Buyer and its accountants, counsel and other representatives reasonable access, during normal business hours, in such manner as to examine not interfere with the normal operation of the Company and its Subsidiaries, to all of their respective properties, books, contracts, commitments, Tax Returns, records and appropriate officers and employees of the books of accountCompany and its Subsidiaries, records, reports and shall furnish such representatives with financial and operating data and other papers information concerning the affairs of the Issuing EntityCompany and its Subsidiaries, in each case, as such representatives may reasonably request for the sole purpose of preparing for the operation of the business of the Company and its Subsidiaries following the Closing and (b) maintain available to Buyer and its Representatives the electronic data room access, to make copies the extent granted to Buyer and extracts therefromits Representatives prior to the date hereof, to cause such books to be audited in connection with Buyer’s evaluation of the transactions contemplated by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationthis Agreement; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure neither the Company nor any of any and all its Subsidiaries will be required to afford access or disclose information that is would, in the sole judgment of the Company based on reasonable advice of counsel, jeopardize attorney client or becomes publicly knownother form of privilege, contravene any binding agreement with any third party or information obtained by the Indenture Trustee from sources other than the Issuing Entity violate any Law or Servicerregulation, (ii) disclosure of any such investigation shall only be upon reasonable notice and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trusteeshall be at Buyer’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture sole cost and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the sameexpense; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) Buyer and its representatives shall not be permitted to perform any other disclosure authorized environmental sampling at any Owned Real Property or Leased Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. All information obtained by the Issuing Entity Buyer, Merger Sub and their respective representatives pursuant to such inspection or the Servicer or (iv) disclosure otherwise under this Agreement shall be subject to the other parties to the transactions contemplated by the Basic DocumentsConfidentiality Agreement.

Appears in 1 contract

Sources: Merger Agreement (Envision Healthcare Holdings, Inc.)

Inspection. The Issuing Entity agrees thatUpon reasonable notice (which may be telephonic notice), on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine at all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as the Agent may be reasonably requestedrequest, permit any authorized representative designated by the Agent, together with any authorized representatives of any Lender desiring to accompany the Agent, to visit and inspect the Properties and financial records of the Borrower and its Subsidiaries and to make extracts from such financial records at the Agent's expense, and permit any authorized representative designated by the Agent (together with any accompanying representatives of any Lender) to discuss the affairs, finances and condition of the Borrower and its Subsidiaries with the appropriate Financial Officer and such other officers as the Borrower shall deem appropriate 127 and the Borrower's independent public accountants, as applicable. The Indenture Trustee Agent agrees that it shall schedule any meeting with any such independent public accountant through the Borrower, and a Responsible Officer of the Borrower shall cause have the right to be present at any such meeting. At the Borrower's expense, the Agent shall have the right to examine, as often as it may request (but initially scheduled for three (3) times in each fiscal year of the Borrower prior to a Default or Event of Default) the existence and condition of the Receivables, books and records of the Borrower and its representatives Subsidiaries and to hold in confidence all such information; providedreview their compliance with the terms and conditions of this Agreement and the other Loan Documents, however, that subject to governmental confidentiality requirements. The Agent shall also have the foregoing shall not be construed right to prohibit: (i) disclosure of verify with any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects customers of the Indenture Trustee’s business or that Borrower and any of its AffiliatesSubsidiaries the existence and condition of the Receivables, (C) pursuant as often as the Agent may require, without prior notice to any subpoena, civil investigative demand or similar demand or request consent of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Borrower or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsits Subsidiaries.

Appears in 1 contract

Sources: Credit Agreement (Ross Technology Inc)

Inspection. The Issuing Entity agrees that(a) At all reasonable times, on reasonable but upon at least 15 Business Days' prior noticewritten notice to the Company, it will permit any representative (i) the Security Agent and (ii) the Class A Liquidity Provider (or their respective authorized representatives (which, for the avoidance of doubt, may include the Independent Appraiser)) (collectively, the "Inspecting Parties") may (not more than once every 12 months for each of the Indenture TrusteeSecurity Agent and the Class A Liquidity Provider (for the avoidance of doubt, during not counting inspections by the Issuing Entity’s normal business hoursIndependent Appraiser for purposes of preparing an Independent Appraiser's Certificate based upon the Annual Methodology pursuant to Section 2.2, to examine all the books Section 2.5 or Section 2.8(c) hereof) unless an Event of accountDefault has occurred and is continuing, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause in which case such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing inspection right shall not be construed so limited) inspect the Pledged Spare Parts (including the Spare Parts Documents and the inventory reporting system applicable to prohibitthe Pledged Spare Parts). (b) Any inspection of the Pledged Spare Parts hereunder shall be limited to a visual inspection and shall not include the disassembling, or opening of any components, of any Pledged Spare Part, and no such inspection shall interfere with the use, or maintenance of the Pledged Spare Parts, by, or the business of, the Company or any other Person. (c) With respect to such rights of inspection, the Inspecting Parties shall not have any duty or liability to make, or any duty or liability by reason of not making, any such visit, inspection or survey. (d) Each Inspecting Party shall: (i) disclosure bear its own expenses, and the Company shall not be required to undertake or incur any additional liabilities in connection with any such inspection, provided that the Company shall reimburse an Inspecting Party for its reasonable out-of-pocket expenses in connection with any such inspection during the continuance of any an Event of Default, and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure be fully insured at no cost to the Company in a manner satisfactory to the Company with respect to any risk incurred in connection with any such inspection or shall provide to the Company a written release satisfactory to the Company in respect of any and all informationsuch risks. Collateral Maintenance Agreement (e) Each such inspection shall be: (Ai) if required subject to do so by the safety, security and workplace rules applicable at the locations where such inspection is conducted and any applicable statute, law, rule governmental rules or regulation, regulations; and (Bii) to at the sole risk (including any government agency risk of personal injury or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects death) of the Indenture Trustee’s business or that of its Affiliates, Inspecting Party. (Cf) pursuant The Company agrees to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration provide to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining each Inspecting Party all necessary access to the transactions contemplated by Collateral in order to permit such Inspecting Party to inspect the Indenture and approved Collateral in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialaccordance with, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A)extent provided in, (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure provisions of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.this Section 3.7

Appears in 1 contract

Sources: Collateral Maintenance Agreement (American Airlines Inc)

Inspection. The Issuing Entity agrees that(a) Lessor, on reasonable prior noticeOwner Participant, it will permit or their authorized representatives (the “Inspecting Parties”) may, at the times set forth below in this paragraph (a), inspect the Aircraft, Airframe, and Engines and the Aircraft Documents, and Lessee shall cooperate, and shall cause any representative Permitted Sublessee to cooperate, with the Inspecting Parties in connection with any such inspection, and any such Inspecting Party may make copies of the Indenture TrusteeAircraft Documents not reasonably deemed confidential by Lessee or a Permitted Sublessee. Lessee shall make any Permitted Sublease expressly subject to inspection rights consistent with this § 11. The Inspecting Parties shall have the right to conduct such an inspection (i) at any reasonable time, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall mutually agreed by Lessor, Owner Participant and shall cause its representatives Lessee (such agreement not to hold in confidence all be unreasonably withheld by any such information; providedPerson), it being understood and agreed, however, that the foregoing an inspection shall not be construed to prohibit: (i) disclosure of any permitted at least once every 180 days, and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure at any reasonable time if and for so long as a Special Default shall have occurred and be continuing. (b) Any inspection of the Aircraft hereunder shall be a visual, walk-around inspection that may include going on board the Aircraft and examining the contents of any open panels, bays, or other components of the Aircraft, Airframe, and all information: Engines, but shall not include the opening of any unopened panels, bays, or other components of the Aircraft, and no such inspection shall unreasonably interfere with Lessee’s or any Permitted Sublessee’s maintenance or operation of the Aircraft, the Airframe, or any Engine. [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (Ac) if required Neither Lessor nor Owner Participant shall have any duty or liability to do so make any such visit, inspection, or survey, or any duty or (except to the extent arising directly out of its own acts) liability arising out of any such visit, inspection, or survey or failure to make any such visit, inspection, or survey. (d) Each Inspecting Party shall bear its own expenses in connection with any such visit, inspection, or survey (including the cost of any copies made in accordance with § 11(a)), unless a Special Default exists or such Party is making such visit, inspection, or survey to verify the correction of any material failure by Lessee or any applicable statutePermitted Sublessee to comply with the terms and provisions of this Lease discovered in connection with the prior visit, lawinspection, rule or regulationsurvey, then any such inspection (Bincluding the cost of such copies) shall be at Lessee’s expense. (e) If requested by Lessor, Lessee shall give, or shall cause any Permitted Sublessee to give, reasonable prior notice (but in any event of not less than 5 days) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects Lessor of the Indenture Trustee’s business date upon which the Aircraft, the Airframe, or that of any Engine undergoes its Affiliatesnext major check, (C) pursuant and with respect to any subpoenaEngine the next off-the-wing maintenance, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney shall notify Lessor of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient name and location of the confidential nature relevant maintenance performer and shall, upon Lessor’s request at least 3 days prior to commencement of such major check or maintenance, make available for inspection by Lessor all relevant Aircraft Documents at Lessee’s records facility in the United States, or at such Permitted Sublessee’s records facility, or at the premises of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsmaintenance performer.

Appears in 1 contract

Sources: Lease Agreement (Hawaiian Holdings Inc)

Inspection. (a) The Issuing Entity Borrower agrees that, on with reasonable prior notice, it will permit permit, and cause each Subsidiary to permit, any representative representatives and consultants of the Indenture TrusteeLender Parties, during the Issuing Entity’s applicable Relevant Party's normal business hours, to examine on-site all the books of account, records, reports and other papers of the Issuing EntityRelevant Parties, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and the Borrower further agrees to discuss the Issuing Entity’s their affairs, finances and accounts with the Issuing Entity’s officers, employees and employees, Independent certified public accountantsaccountants and other consultants of such Lender Parties, all at such reasonable times and as often at the Borrower's expense; provided that except during the continuation of an Event of Default, such examinations may occur no more frequently than two times per calendar year. The Borrower shall promptly deliver copies of any Portfolio Documents as may be reasonably requested. requested by Administrative Agent from time to time. (b) The Indenture Trustee shall Borrower will permit, and shall cause its representatives each Subsidiary to hold permit, the Administrative Agent to conduct, in confidence all such informationeach case, at the sole cost and expense of the Borrower, field audits and examinations of the Projects, and appraisals of the Projects; provided, howeverthat, that the foregoing shall not be construed to prohibit: (i) disclosure such field audits and examinations and appraisals may be conducted not more than once per any twelve-month period (except, [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. during the existence and continuance of any an Event of Default, there shall be no limit on the number of additional field audits and all information examinations and appraisals that is or becomes publicly known, or information obtained by shall be permitted at the Indenture Trustee from sources other than the Issuing Entity or Servicer, Borrowers’ expense) and (ii) disclosure except during the continuance of any an Event of Default, the Administrative Agent shall consult with the Borrower regarding the costs and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure expenses of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsfield audits and examinations and appraisals.

Appears in 1 contract

Sources: Credit Agreement (Sunrun Inc.)

Inspection. The Issuing Entity agrees thatCompany shall permit each Major Investor, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entityat such Major Investor’s normal business hoursexpense, to visit and inspect the Company’s properties; examine all the its books of account, account and records, reports ; and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing EntityCompany’s affairs, finances finances, and accounts with the Issuing Entity’s its officers, employees and Independent certified public accountants, all at such reasonable times and as often during normal business hours of the Company as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationrequested by the Major Investor; provided, however, that the foregoing Company shall not be construed obligated pursuant to prohibitthis Section 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Relevant Parties (as defined below) and other entities listed below (together the “Auditing Parties”) shall be allowed, during normal business hours and subject to a reasonable notice period, to: (i) disclosure of any visit the sites, facilities, installations and all information that is or becomes publicly known, or information obtained by works comprising the Indenture Trustee from sources other than the Issuing Entity or Servicer, Company; (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects interview representatives of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involvedCompany; (iii) any other disclosure authorized by monitor the Issuing Entity or structure of the Servicer or investment within and the management of the Company; (iv) disclosure conduct such on-the-spot audits and checks as they may wish and review the Company’s books and records in relation to the other parties execution of A▇▇▇▇▇’▇ (as defined below) investment within the Company, it being agreed that such entities shall be authorized to take copies of related documents to the transactions contemplated extent permitted by the Basic Documentslaw (the “Inspection Rights”). Upon the occurrence of a visit as referred to in the preceding sentence, the Company will provide the concerned Relevant Party with such documents that it may reasonably require and that are in the Company’s possession that fall within the aforementioned scope. If such documents are not in the Company’s possession, the 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 may be obligated to communicate information relating to A▇▇▇▇▇’▇ 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. The applicable Relevant Party or Auditing Party shall bear its own costs related to the Inspection Rights, provided however, that if such party concludes that the Company is acting in breach of any material laws or binding regulations applicable to it, the Company shall reimburse such party for all its costs and expenses related to the Inspection Rights. For the purposes of this Section 3.2, “Relevant Parties” shall mean the European Court of Auditors, the European Commission, the European Anti-Fraud Office and any other competent EU institution or body, as well as any persons designated by any of the foregoing; and “Auditing Parties” shall mean the EIF, LfA Forderbank Bayern (“LfA”), KFW, the German Ministry of Economic Affairs (Bundesministerium fur Wirtschaft and Technologie) and the German Federal Court of Auditors (Bundesrechnungshof) (each either in person or by way of a duly authorized third party), and when so required by the relevant mandatory provisions of EU law, the Relevant Parties.

Appears in 1 contract

Sources: Investors’ Rights Agreement (Bioventrix, Inc.)

Inspection. The Issuing Entity agrees that, on Upon reasonable prior notice, it will permit Philips to have one or more of their officers and employees, or any representative other Person designated by Philips, visit and inspect any of the Indenture Trustee, during properties of the Issuing Entity’s normal business hours, Company or any Affiliated Entity and to examine all the Database, the corporate records, minute books, books of account, records, reports account and other papers records of the Issuing Entity, to Company or any Affiliated Entity and make copies and thereof or extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s its affairs, finances and accounts with the Issuing Entity’s officersCompany and, employees and Independent certified public at the request of Philips, with the Company's independent accountants, all during normal business hours and at such other reasonable times and as often as Philips may be reasonably requesteddesire. The Indenture Trustee shall Philips agrees that, to the extent that the information therein contained has not theretofore otherwise been disclosed by the Company or any of its Affiliated Entities in such a manner as to render such information not confidential or except to the extent that such information has otherwise become publicly available or known to Philips other than by disclosure by or on behalf of the Company, Philips will use its reasonable best efforts to, and shall cause its representatives to hold in confidence all such information; providedemployees, howeveragents, that the foregoing shall not be construed to prohibit: (i) disclosure of any attorneys, consultants, directors and all information that is or becomes publicly knownaccountants to, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of maintain the confidential nature of the information being disclosed and such recipient agrees therein contained; provided, that anything herein to keep the contrary notwithstanding, Philips may disclose or disseminate such information confidentialto: (a) its employees, agents, attorneys, consultants, directors and provided furtheraccountants in the course of the performance of their duties; or (b) such third parties as Philips may, that the Indenture Trustee promptly notifies the Issuing Entity in its reasonable discretion, deem reasonably necessary or desirable in connection with or in response to (i) compliance with any law, ordinance or governmental order, regulation, rule policy, subpoena, investigation, or regulatory authority request, or (ii) any order, decree, judgment, subpoena, notice of discovery or similar ruling or pleading issued, filed, served or purported on its face to be issued, filed or served (x) by or under authority of any disclosure of such court, tribunal, arbitration board or any governmental or industry agency, commission, authority, board or similar entity or (y) in connection with any proceeding, case or matter pending (or on its face purported to be pending) before any court, tribunal, arbitration board or any governmental or industry agency, commission, authority, board or similar entity. In addition, information that it is required to make pursuant may be disclosed to the preceding clause (A), (B) extent necessary or (C) so that the Issuing Entity may seek appropriate protective orders reasonably believed advisable by Philips or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure its affiliates to the other parties to the transactions contemplated by the Basic Documentscomply with applicable securities laws and regulations and stock exchange requirements.

Appears in 1 contract

Sources: Master Loan Agreement (Navigation Technologies Corp)

Inspection. The Issuing Entity agrees that(a) Holdings shall, on reasonable prior noticeand shall cause each of its Restricted Subsidiaries to, it will permit any representative representatives of the Indenture Trustee, during Agent (at the Issuing Entity’s normal business hoursexpense of the Borrowers) to visit and inspect any of its properties, to examine all the books of accountits corporate, financial and operating records, reports and other papers of the Issuing Entityand, to the extent reasonable, make copies and extracts thereof or abstracts therefrom, to cause such books to be audited by Independent certified public accountantsexamine and audit the Collateral, and to discuss the Issuing Entity’s its affairs, finances and accounts with the Issuing Entity’s officersits directors, employees officers and Independent certified independent public accountantsaccountants (subject to reasonable requirements of confidentiality, all including requirements imposed by law or by contract), in each case at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives during normal business hours, upon reasonable advance notice to hold in confidence all such informationthe Borrowers’ Agent; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure representatives of Holdings may be present during any such visits, discussions and inspections, and (ii) any visit or inspection permitted by this Section 7.9(a) shall be limited to once per 12-month period in the absence of the occurrence and continuance of an Event of Default; provided, further, that if Specified Availability is less than 20% of the Maximum Revolver Amount for a period of 20 consecutive Business Days at any time during any 12-month period, the Agent may (at the expense of the Borrowers) conduct one additional visit or inspection during such 12-month period. (b) The U.S. Obligors and, subject to clause (d) below, the Canadian Obligors, will grant access to the Agent and its representatives and independent contractors to such Person’s premises, books, records, accounts, Inventory and Rental Equipment in order to enable the Agent to obtain an Appraisal of the Rental Equipment at reasonable times during normal business hours and upon reasonable prior notice that the Agent may request in its discretion, independently of or in connection with the visits and inspections provided for in clause (a) above. The Agent shall select any and all information that is or becomes publicly known, or information obtained by appraisers with the Indenture Trustee from sources other than the Issuing Entity or Servicer, consent (iinot to be unreasonably withheld) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that Borrowers’ Agent (unless an Event of Default exists, in which case the Agent shall be entitled to select such appraisers in its Affiliatessole discretion), (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which and the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining Borrowers’ Agent hereby consents to the transactions contemplated by use of R▇▇▇▇ Asset Services. (c) Absent the Indenture and approved in advance by occurrence of an Event of Default, during each period of twelve consecutive calendar months commencing on or after the Issuing Entity or (E) to any AffiliateAgreement Date, independent or internal auditorthe Agent shall, agentat the Borrowers’ expense, employee or attorney conduct Appraisals of the Indenture Trustee having a need to know Rental Equipment of the sameU.S. Obligors not more than one time during any such period; provided, that the Indenture Trustee advises if at any time during such recipient 12-month period (i) Specified Availability is less than 20% of the confidential nature Maximum Revolver Amount for a period of 20 consecutive Business Days or (ii) the Company or any of its Subsidiaries enters into an Equipment Securitization Transaction (x) at a time when Suppressed Availability is less than zero or (y) that would result in Suppressed Availability being less than zero, then, in each case, the Borrowers shall, at the Agent’s request, be responsible for the expense of one additional Appraisal of the information being disclosed Rental Equipment of the U.S. Obligors during such 12-month period. Additionally, at any time an Event of Default has occurred and is continuing, the Agent shall have the right to conduct further Appraisals of the Rental Equipment of the U.S. Obligors in its reasonable discretion at the Borrowers’ expense. Furthermore, at the Borrowers’ Agent’s request, the Agent may conduct further Appraisals of the Rental Equipment of the U.S. Obligors in its reasonable discretion at the Borrowers’ expense. (d) The Agent may conduct Appraisals of the Rental Equipment of the Canadian Obligors in its reasonable discretion at the Borrowers’ expense; provided that any such recipient agrees Appraisals shall be subject to keep such information confidentialthe same limitations as those applicable to the Appraisals of the Rental Equipment of the U.S. Obligors in accordance with clause (c) above; provided, and provided further, further that the Indenture Trustee promptly notifies number of Appraisals the Issuing Entity of any disclosure of such information that it is required to make Agent may conduct during each Fiscal Year pursuant to the preceding this clause (A), d) shall never exceed the number of Appraisals the Agent conducts during such Fiscal Year pursuant to clause (Bc) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsabove.

Appears in 1 contract

Sources: Credit Agreement (United Rentals North America Inc)

Inspection. The Issuing Entity agrees thatBorrowers shall permit the Lender, on reasonable prior noticeby its representatives and agents, it will permit to inspect any representative of the Indenture Trusteeproperties, during books and financial records of the Issuing Entity’s normal business hoursBorrowers, to examine all and make copies of the books of account, records, reports accounts and other papers financial records of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsBorrowers, and to discuss the Issuing Entity’s affairs, finances and accounts with of the Issuing Entity’s officersBorrowers with, employees and Independent certified public accountantsto be advised as to the same by, all the Borrowers (or their representatives) at such reasonable times and intervals as often as the Lender may designate. In connection with the foregoing, the Lender and its representatives and agents shall have the right, upon reasonable notice and during regular working hours, to (a) enter any business premises of the Borrowers or any other premises where the Collateral and the records relating thereto may be located and to audit, appraise, examine and inspect the Collateral and all records related thereto and to make extracts therefrom and copies thereof, and (b) verify under reasonable procedures the validity, amount, quality, quantity, value and condition of, and any other matter relating to, the Collateral, including contacting account debtors or any person possessing any of the Collateral. Without limiting the foregoing, the Borrowers specifically agree that the Borrowers will permit the Lender to conduct, at the expense of the Borrowers, (a) prior to closing and at least annually thereafter, an audit to be performed by the Lender or an authorized agent of the Lender or an independent accounting firm reasonably requestedacceptable to the Lender (each, a “Field Exam”), and (b) upon the occurrence of a Default or Event of Default, such additional inspections or audits as the Lender shall deem necessary or advisable. Based upon the results of the Field Exams, the Lender reserves the right to make adjustments to the Borrowing Base requirements, including, without limitation, eligibility requirements, advance rates and reserve requirements, type and frequency of reporting, and frequency of Field Exams. The Indenture Trustee Borrowers shall not be responsible for the expense of more than one (1) Field Exam in any twelve-month period (and shall cause its representatives the Lender agrees not to hold request more than one (1) Field Exam at the Borrowers’ expense in confidence any twelve-month period) unless (i) an Event of Default has occurred and is continuing; or (ii) any Borrower consummates a merger or acquisition permitted by Section 5.9 hereof. To the extent that the Lender receives any confidential information from or with respect to the Borrowers, as a result of Field Exams or otherwise, (a) the Lender will not reproduce or distribute any such information, or any notes, interpretations or other documents based in whole or in part upon such information, to non-affiliated parties, other than financial or legal advisors also bound by an obligation of confidentiality, and (b) the Lender will keep permanently confidential all such information; provided, however, except to the extent that the foregoing shall not be construed to prohibit: (i) such information ceases to be confidential by reason of its being in the public domain, other than as a result of a disclosure of any and all by the Lender or its representatives, or (ii) such information that is was within the Lender’s possession or becomes publicly known, or information obtained by available to the Indenture Trustee Lender on a non-confidential basis from sources a source other than the Issuing Entity Borrowers, or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects representative of the Indenture Trustee’s business Borrowers, or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) the Lender is legally required to disclose such information to any other disclosure authorized by the Issuing Entity tribunal or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.governmental authority. KEYW and Subsidiaries Credit and Security Agreement

Appears in 1 contract

Sources: Credit and Security Agreement (Keyw Holding Corp)

Inspection. Confidentiality. --------------------------- (a) The Issuing Entity agrees thatHolding Company will, and will cause each of its Subsidiaries to, permit any Person designated by any institutional holder of any of the Securities on reasonable prior noticenotice and during normal business hours and at such holder's expense (unless a Default or Event of Default shall have occurred and be continuing, it will permit in which case, at the Companies' expense), to visit and inspect any representative of the Indenture Trustee, during properties of the Issuing Entity’s normal business hoursHolding Company and its Subsidiaries, to examine all the their books of account, records, reports and other papers of the Issuing Entity, records (and to make copies thereof and take extracts therefrom, to cause such books to be audited by Independent certified public accountants, ) and to discuss the Issuing Entity’s their affairs, finances and accounts with and to be advised as to the Issuing Entity’s same by, their officers, employees consultants, counsel and Independent certified public accountants, all at such reasonable times and intervals as often such holder may desire; provided that -------- (i) unless a Default or Event of Default shall have occurred and be - continuing, there shall not be more than two such inspections during any fiscal year of the Holding Company or any of its Subsidiaries and (ii) the -- Holding Company may prohibit any individual conducting any such inspection from visiting, inspecting and examining any property, book or record (or any pad thereof) if, but only to the extent that, a U.S. Department of Defense security clearance is required therefor, unless such individual has such clearance. (b) Each holder of any Securities agrees by its acceptance thereof to use its best efforts to keep confidential and not to disclose to any other Person any non-public information concerning the Companies which is furnished by the Companies to such holder pursuant to this Agreement or any of the other Operative Documents and which is designated in writing as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationconfidential (collectively "Confidential Information"); provided, however, that -------- no holder shall be liable to the foregoing Companies or any other Person for any breach of this section 8(b). The term "Confidential Information" shall not be construed include, however, any information which (x) was publicly known or - otherwise known to prohibitany holder at the time of disclosure by the Companies to any holder; (y) subsequently becomes publicly known through no act or - omission of any holder or its agent or (z) becomes known to any holder - otherwise than through disclosure by the Companies. Notwithstanding the foregoing, each holder of any Securities may disclose Confidential Information: (i) disclosure - with the consent of any and all information that is the Holding Company (which shall not be unreasonably withheld or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, delayed); (ii) disclosure of any and all information: (A) if when required to do so by any applicable statute, law, rule law or regulation; (iii) in -- --- any report, (B) statement or testimony submitted by such holder to any government agency or regulatory or self-regulatory body having or claiming authority to regulate have jurisdiction over such holder; (iv) to the National Association of Insurance Commissioners or oversee any aspects -- similar organization or to any rating agency; (v) to the officers, - directors, employees, agents, representatives and professional consultants of such holder and of such holder's Affiliates; (vi) after -- the occurrence of an Event of Default, in connection with the preservation, exercise and/or enforcement of any of such holder's rights or remedies under this Agreement and the other Operative Documents; (vii) --- in connection with any contemplated transfer of any of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant Securities held by such holder to any subpoenainstitutional investor or financial institution; (viii) in a response to any summons, civil investigative demand subpoena or similar demand other legal ---- process or request in connection with any judicial or administrative proceeding or inquiry; or (ix) to correct any false or misleading information which -- may become public concerning the relationship of any court, regulatory authority, arbitrator or arbitration such holder to which the Indenture Trustee or an Affiliate Companies or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to of their respective Subsidiaries and/or the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentshereby.

Appears in 1 contract

Sources: Securities Purchase Agreement (Averstar Inc)

Inspection. The Issuing Entity agrees thatPrior to Closing, (A) the G▇▇▇ SLG Transferors shall permit M▇▇▇-▇▇▇▇ to examine, at reasonable times, the books and records (including without limitation historical financial and operating statements) in the G▇▇▇ SLG Transferors’ possession or control relating to the Properties and (B) M▇▇▇-▇▇▇▇ shall have the right, at all reasonable times, to (I) inspect the Land and the Improvements, (II) review the Leases, and (III) conduct non-invasive environmental audit or audits of the Properties and to the extent recommended by a reputable third party environmental consultant based on reasonable its “Phase I” report, invasive environmental audit or audits of the Properties, subject to G▇▇▇ SLG Transferors’ consent which will not be unreasonably delayed, withheld or conditioned (with copies of the reports relating to such audits delivered to the G▇▇▇ SLG Transferors when completed). All of the foregoing to be conducted under this Section 10 by M▇▇▇-▇▇▇▇ shall be subject to the following: (a) Such inspections, reviews, audits and investigations shall take place during normal business hours upon not less than two (2) Business Days prior noticewritten notice to the Applicable G▇▇▇ SLG Transferor or its designated agents, it will the Applicable G▇▇▇ SLG Transferor’s consent shall be required prior to the performance of any drilling, boring or other invasive testing or procedures and the Applicable G▇▇▇ SLG Transferor shall be entitled to have a representative present during any such inspection, review, audit or investigation; (b) In the event the Closing does not occur, M▇▇▇-▇▇▇▇ shall promptly return to the G▇▇▇ SLG Transferors any documents obtained from the G▇▇▇ SLG Transferors or their agents; (c) M▇▇▇-▇▇▇▇ shall not suffer or permit any representative lien, claim or charge of any kind whatsoever to attach to the Properties or any part thereof; and (d) Such inspection, review, audit or investigation shall be at M▇▇▇-▇▇▇▇’▇ sole cost and expense, shall be subject to the rights of tenants and shall not unreasonably interfere with the operation of the Indenture TrusteeProperties. In the event of any damage to any Property caused by M▇▇▇-▇▇▇▇, during its agents, engineers, employees, contractors or surveyors (including without limitation pavement, landscaping and surface damage), M▇▇▇-▇▇▇▇ shall pay the Issuing Entity’s normal business hourscost incurred by the G▇▇▇ SLG Transferors or the G▇▇▇ SLG Entities to restore the Property to the condition existing prior to the performance of such investigations or audits; such obligation shall survive the termination of this Agreement. M▇▇▇-▇▇▇▇ shall defend, to examine all indemnify and hold the books of account, records, reports G▇▇▇ SLG Entities and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of G▇▇▇ SLG Transferors harmless from any and all information liability, loss, claims, cost and expense (including without limitation reasonable attorneys’ fees, court costs and costs of appeal) suffered or incurred by any of the G▇▇▇ SLG Entities or the G▇▇▇ SLG Transferors but only to the extent caused by or arising out of M▇▇▇-▇▇▇▇’▇ reviews, interviews, investigations, tests, studies and inspections of the Property (other than that is or becomes publicly known, or information obtained caused by the Indenture Trustee from sources other than the Issuing Entity negligence or Servicer, (ii) disclosure willful misconduct of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that G▇▇▇ SLG Entities, any of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate SLG Transferors or any officerof their respective designated agents). Prior to commencing any such tests, directorstudies and investigations, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining M▇▇▇-▇▇▇▇ shall furnish to the transactions contemplated by Applicable G▇▇▇ SLG Transferor a certificate of insurance evidencing comprehensive general public liability insurance insuring the Indenture person, firm or entity performing such tests, studies and approved the applicable investigations from insurers and in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant amounts reasonably acceptable to the preceding clause (A), (B) or (C) so that Applicable G▇▇▇ SLG Transferor and listing the Issuing Entity may seek appropriate protective orders or restrictions on applicable Owner as an additional insured thereunder. The provisions of this paragraph shall survive the disclosure Closing and the termination of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsthis Agreement.

Appears in 1 contract

Sources: Contribution and Sale Agreement (Mack Cali Realty Corp)

Inspection. The Issuing Entity agrees thatAdministrative Agent (by any of its officers, employees ---------- and agents), on reasonable prior notice, it will permit any representative behalf of the Indenture TrusteeSecured Parties, or any Lender, shall have the right upon prior notice to an executive officer of any Grantor, and at any reasonable times during the Issuing Entity’s normal such Grantor's usual business hours, to examine all in each case (unless an Event of Default has occurred and is continuing) at the books of account, records, reports and other papers expense of the Issuing EntityAdministrative Agent or such Lender, as applicable, to inspect the Collateral (including inspecting Vehicles and conducting random samples of the Net Book Value of the Vehicles), all records related thereto (and to make extracts or copies from such records), and extracts therefromthe premises upon which any of the Collateral is located, to cause discuss such books to be audited by Independent certified public accountants, Grantor's affairs and finances with any Person (other than Persons obligated on any Accounts ("Account Debtors")) and to --------------- verify with any Person other than Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to discuss such Grantor's affairs and finances with such Grantor's Account Debtors and to verify the Issuing Entity’s affairsamount, finances quality, value and accounts condition of, or any other matter relating to, the Collateral with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationAccount Debtors; provided, however, that that, unless an Event -------- ------- of Default has occurred and is continuing, the foregoing Administrative Agent and the Lenders shall not be construed limited to prohibit: (i) disclosure two such inspections during any period of 12 consecutive months. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may at any time and all information that is or becomes publicly known, or information obtained from time to time employ and maintain on such Grantor's premises a custodian selected by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required Administrative Agent who shall have full authority to do so by any applicable statute, law, rule or regulation, all acts necessary to protect the Administrative Agent's (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects for the benefit of the Indenture Trustee’s business or that Secured Parties) interest. All expenses incurred by the Administrative Agent, on behalf of its Affiliatesthe Secured Parties, (C) pursuant by reason of the employment of such custodian shall be paid by such Grantor on demand from time to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining time and shall be added to the transactions contemplated Secured Obligations secured by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialCollateral, and provided further, that any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the Indenture Trustee promptly notifies date of demand until paid in full at the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Appears in 1 contract

Sources: Security Agreement (Carmax Inc)

Inspection. The Issuing Entity agrees (a) At all reasonable times, so long as the Pledged Spare Parts are subject to the Lien of the Trust Indenture, the Mortgagee and its authorized representatives (the “Inspecting Parties”) may (not more than once every [***] for all Inspecting Parties with respect to the Collateral, upon at least [***] advance written notice to the Owner, unless an Event of Default has occurred and is continuing, in which case such inspection right shall not be so limited) inspect the Pledged Spare Parts (including without limitation, the related Spare Parts Documents that are of the type customarily inspected by lenders with a security interest in, or lessors of, similar airframes and engines operated by the Owner) and any such Inspecting Party may make copies of such Spare Parts Documents not reasonably deemed confidential by the Owner or such Permitted Lessee; provided that, on reasonable prior noticeunless an Event of Default has occurred and is continuing, it will permit the Inspecting Parties shall not be entitled to inspect in any representative [***] period Pledged Spare Parts located at more than one of the Indenture TrusteeDesignated Locations. (b) Any inspection of a Pledged Spare Part hereunder shall be limited to a visual, walk-around inspection and shall not include the disassembling, or opening of any panels, bays or other components of such Pledged Spare Part, and no such inspection shall interfere with the use, maintenance and operation of the Pledged Spare Part by, or the business of, the Owner or Permitted Lessee, and neither the Owner nor any Permitted Lessee shall be required to undertake or incur any additional liabilities in connection therewith. Any inspection pursuant to this Section 3.3 of this Annex shall be at the sole risk (including, without limitation, any risk of personal injury or death) of the Inspecting Party making such inspection. (c) With respect to such rights of inspection, the Mortgagee shall not have any duty or liability to make, or any duty or liability by reason of not making, any such visit, inspection or survey. (d) Each Inspecting Party shall bear its own expenses in connection with any such inspection (including the cost of any copies made in accordance with Section 3.3(a) of this Annex). (e) Each Inspecting Party shall be fully insured at no cost to the Owner in a manner reasonably satisfactory to the Owner with respect to any risks incurred in connection with any such inspection or shall provide to the Owner a written release satisfactory to the Owner with respect to such risks. (f) Any such inspection shall be during the Issuing EntityOwner’s normal business hourshours and subject to the safety, to examine all security and workplace rules applicable at the books of account, records, reports location where such inspection is conducted and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule governmental rules or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsregulations.

Appears in 1 contract

Sources: Trust Indenture and Spare Parts Mortgage (Frontier Group Holdings, Inc.)

Inspection. (a) The Issuing Entity agrees thatAdministrative Agent (by any of its officers, employees and agents), on behalf of the Secured Parties, shall have the right upon reasonable prior noticenotice to an executive officer of any Grantor, it will permit and at any representative of the Indenture Trustee, reasonable times (and for reasonable durations) during the Issuing Entity’s normal such Grantor's usual business hours, to examine inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the books of account, records, reports and other papers premises upon which any of the Issuing EntityCollateral is located, to make copies discuss such Grantor's affairs and extracts therefromfinances with any Person (other than Persons obligated on any Accounts ("Account Debtors") except as expressly otherwise permitted in the Loan Documents) and to verify with any Person other than (except as expressly otherwise permitted in the Loan Documents) Account Debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral and, if an Event of Default has occurred and is continuing, to cause discuss such books to be audited by Independent certified public accountants, Grantor's affairs and finances with such Grantor's Account Debtors and to discuss verify the Issuing Entity’s affairsamount, finances quality, value and accounts condition of, or any other matter relating to, the Collateral with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requestedAccount Debtors. The Indenture Trustee inspection provided for in this Section 8(a) shall be at the sole cost and shall cause its representatives to hold in confidence all such information; provided, however, that expense of the foregoing shall not be construed to prohibit: Secured Parties except (i) disclosure at any time an Event of any Default has occurred and all information that is or becomes publicly knowncontinuing, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure if such inspection is being conducted in conjunction with an inspection at the expense of the Borrower pursuant to Section 6.10 of the Credit Agreement. (b) Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may at any time and all information: (A) if required from time to time employ and maintain on such Grantor's premises a custodian selected by the Administrative Agent who shall have full authority to do so by any applicable statute, law, rule or regulation, all acts necessary to protect the Administrative Agent's (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects for the benefit of the Indenture Trustee’s business or that Secured Parties) interest. All expenses incurred by the Administrative Agent, on behalf of its Affiliatesthe Secured Parties, (C) pursuant by reason of the employment of such custodian shall be paid by such Grantor on demand from time to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining time and shall be added to the transactions contemplated Secured Obligations secured by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidentialCollateral, and provided further, that any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the Indenture Trustee promptly notifies date of demand until paid in full at the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault Rate.

Appears in 1 contract

Sources: Security Agreement (Alltrista Corp)

Inspection. The Issuing Entity agrees thatBorrower shall, on reasonable prior noticeand shall cause each other Loan Party to, it will permit the Administrative Agent and each of its duly authorized representatives and agents to visit and inspect any representative of the Indenture Trusteeits Property, during the Issuing Entity’s normal business hourscorporate books and financial records, to examine all the and make copies of its books of account, records, reports accounts and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountantsfinancial records, and to discuss the Issuing Entity’s its affairs, finances and accounts with with, and to be advised as to the Issuing Entity’s same by, its officers, employees and Independent certified independent public accountants, all accountants (and by this provision the Borrower hereby authorizes such accountants to discuss with the Administrative Agent the finances and affairs of the Loan Parties) at such reasonable times and intervals as often the Administrative Agent may designate and, so long as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedno Default or Event of Default exists, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining with reasonable prior notice to the transactions contemplated by Borrower. Each Lender shall have the Indenture and approved in advance by right to have an agent or representative accompany the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the sameAdministrative Agent during each such visit; provided, that each Lender shall be responsible for its own costs and expenses of such agent or representative. The Administrative Agent may obtain (or direct the Indenture Trustee advises such recipient Borrower to obtain and provide to the Administrative Agent) updated appraisals on any fixed assets (including its equipment and/or real property) and inventory, or portion thereof, of the confidential nature Loan Parties from time to time as the Administrative Agent may designate, which appraisal reports shall in each case be prepared by an appraiser reasonably acceptable to the Administrative Agent and be in such format and contain such detail as the Administrative Agent may reasonably request. The reasonable costs and expenses incurred in obtaining any such inspections and/or appraisals shall in each case be borne by the Borrower (whether obtained by the Administrative Agent or the Borrower); provided that, unless a Default or Event of Default is then in existence, the Borrower shall not be obligated to incur the charges, costs and expenses of more than (a) if Inspection Excess Availability is at least $2,500,000, one Inventory appraisal during each twelve month period and more than two complete audits and inspections during each twelve month period and (b) if Inspection Excess Availability is less than $2,500,000, two Inventory appraisal during each twelve month period and more than three complete audits and inspections during each twelve month period. The Borrower shall, at the Administrative Agent’s reasonable request, provide, at the Borrower’s expense, updated environmental questionnaires concerning activities and conditions affecting the real property owned, leased or operated by any Loan Party and, in the event that an environmental questionnaire indicates a material environmental problem, as determined by the Administrative Agent, environmental reports prepared for the Administrative Agent by an environmental consultant or an environmental engineering firm reasonably acceptable to the Administrative Agent concerning any real property owned, leased or operated by any Loan Party. (b) The Section 8.22 of the information being disclosed Credit Agreement is hereby amended and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documents.restated in its entirety as follows:

Appears in 1 contract

Sources: Credit Agreement (Cobra Electronics Corp)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it Company will permit any representative authorized representatives designated by the Purchaser, so long as it is the holder of any Bonds, or by each Institutional Holder which holds at least 5% in principal amount of the Indenture TrusteeBonds then outstanding, during at the Issuing Entity’s normal business hoursPurchaser's or such Institutional Holder's expense, to examine all visit and inspect any of the Properties of the Company, including its books of account, records, reports and other papers of the Issuing Entity, to make copies and take extracts therefrom, to cause such books to be audited by Independent certified public accountants, therefrom and to discuss the Issuing Entity’s their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Issuing Entity’s officers, employees Company authorizes such accountants to discuss with the Purchaser or any such other Institutional Holder the finances and Independent certified public accountantsaffairs of the Company in the presence of an officer of the Company), all at such reasonable times and as often as may reasonably be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises Purchaser agrees and any such recipient Institutional Holder by its acquisition of any Bonds shall be deemed to agree to keep confidential any nonpublic information received as a result of the confidential nature rights granted in this Section 9.2, except that each such holder of the information being disclosed and such recipient agrees Bonds reserves the right to keep disclose such information confidential(i) as may be necessary in connection with enforcing compliance with the terms and conditions of this Agreement, (ii) as may be required to governmental agencies, courts or other agencies to whose regulation such holder may be subject but only to the extent that such agencies or courts are authorized by or have apparent authority under applicable law, regulation, court order or other regulatory authority to request such information and provided further, that the Indenture Trustee promptly notifies the Issuing Entity (iii) as may be necessary to furnish to a prospective bona fide purchaser of any disclosure Bonds, any of such information which, in the reasonable opinion of the holder of such Bonds, is a material fact regarding the Company, provided, that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of any such information may be made to no more than two such prospective purchasers in any thirty day period, each such prospective purchaser must be eligible to be an Institutional Holder should it purchase Bonds, and the information involved; (iii) amount of Bonds which would be involved in a sale to any other disclosure authorized by such prospective purchaser is at least 5% of the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsthen-outstanding Bonds.

Appears in 1 contract

Sources: Bond Purchase Agreement (Unitil Corp)

Inspection. The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative (a) Any Holder or Holders holding in excess of 25% of the Indenture Trustee, during aggregate principal amount of Notes issued and outstanding shall have the Issuing Entity’s normal business hoursright to visit and inspect any of the properties of any Credit Party, to examine all the books of account, records, reports account and other papers records of the Issuing Entityany Credit Party, to make be provided with copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with of any Credit Party with, and to be advised as to the Issuing Entity’s same by, its and their executive officers, employees and Independent certified its and their independent public accountantsaccountants (and the Company authorizes such independent public accountants to discuss the Company's or any Subsidiaries' financial matters with such Holder and its representatives, regardless of whether any representative of the Company is present, but provided that an officer of the Company will be afforded a reasonable opportunity to be present at any such discussion), all at such reasonable times and intervals during normal business hours, and upon reasonable prior notice to the Company as often as may be reasonably requestedsuch Holder and the Company shall agree and at the expense of the Company (including the costs incurred by such Holder in hiring accountants to conduct an audit). The Indenture Trustee Company will likewise afford each Holder the opportunity to obtain any information necessary to verify the accuracy of any of the representations and warranties made by the Company hereunder or in any Transaction Document or compliance by the Company and its Subsidiaries with any covenant made hereunder or in any Transaction Document. (b) By receipt of information under this Section 6.20, such Holder agrees that all information (other than such information that is publicly available or any other information that is in such Holder's possession prior to any disclosure under this Section 6.20) provided to it pursuant to this Section 6.20 shall be used by such Holder solely in connection with its investment in the Company and for no other purpose, and such Holder shall treat such information as confidential in accordance with such reasonable internal procedures as it applies generally to information of this kind and shall cause its representatives not disclose such information to hold in confidence all such information; providedany Person, however, that the foregoing shall not be construed to prohibit: except (i) disclosure to any governmental entity having jurisdiction over such Holder in the ordinary course of any and all information that is or becomes publicly known, or information obtained business to the extent so required by the Indenture Trustee from sources other than the Issuing Entity or Servicerlaw, (ii) disclosure to any other Person pursuant to subpoena or other process, whether legal, administrative or other (and such Holder hereby agrees to provide the Company with prompt notice of any such subpoena or other process and all information: (A) if required provide the Company with an opportunity to do so by any applicable statute, law, rule or regulationcontest such disclosure), (Biii) to such Holder's officers, directors, trustees, employees, partners, legal counsel, financial advisors or auditors or accountants who need access to such information in connection with their duties, (iv) to any government agency transferee or regulatory prospective purchaser of a Note or self-regulatory body having interest therein who agrees to be bound by this paragraph, or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (Cv) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by extent necessary in the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure enforcement of such information that it is required to make pursuant to Holder's rights hereunder and under the preceding clause (A), (B) Notes during the continuance of a Default or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure Event of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsDefault.

Appears in 1 contract

Sources: Note Purchase Agreement (Appaloosa Management Lp)

Inspection. The Issuing Entity agrees that(a) During the term of this Agreement, on the Purchaser and its agents may inspect the Seller’s books and records (including electronic records) related to the Contracts, including internal monitoring and compliance reports and such other reasonable prior noticeand readily available information relating to the Contracts that the Purchaser reasonably requests; provided, however, that the Seller shall not be obligated pursuant to this Section 7.5 to provide access to any information that it will permit reasonably and in good faith considers to be a trade secret or confidential information or the disclosure of which would adversely affect the attorney client privilege between the Seller and its counsel or which is prohibited by a Governmental Authority or by Applicable Law from being disclosed. Each such inspection (w) shall occur during regular business hours upon thirty (30) days notice if commercially reasonable to do so and in no event shall such notice be less than ten (10) Business Days, (x) if commercially reasonable, shall occur at the same time as any representative inspection pursuant to the Servicing Agreement, (y) shall require no more than a two (2) Business Days commitment of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports Seller and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, its employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee (z) shall and shall cause its representatives to hold in confidence all such informationnot unreasonably interfere with Seller’s business operations; provided, however, that the foregoing limitations set forth in clauses (w) through (z) shall not apply in the event that an inspection is required to address an event that would reasonably be expected to give rise to a Purchaser Termination Option except that the prior notice of one (1) Business Day by the Purchaser shall be required. The Purchaser and its representatives shall comply with all of the confidentiality and security requirements of this Agreement. The Purchaser shall not request an inspection more than one (1) time each calendar year, commencing with the calendar year ending on December 31, 2026; provided, however, that such limitation shall not apply in the event that the inspection is required to address an event that would reasonably be expected to give rise to a Purchaser Termination Option. All costs and expenses of any inspection shall be solely paid by the Purchaser; provided, however, that such limitation shall not apply in the event that an inspection is required to address an event that would give rise to a Purchaser Termination Option, in which event all costs and expenses of such inspection shall be the responsibility of the Seller. (b) During the term of this Agreement, the Purchaser may, or may hire an independent third party auditor (the “Auditor”) reasonably acceptable to the Seller to, review and audit (the “Audit”) the Seller’s performance of its obligations under this Agreement, with such Audit occurring in connection with an inspection under Section 7.5(a); provided, however, that any Audit requested in connection with a Purchaser Termination Option (a “Specified Audit”) shall occur within five (5) days prior written notice and require no more than five (5) Business Days commitment of the Seller or such longer period of time as may reasonably be required by the Auditor. The Auditor shall comply with confidentiality and security requirements of this Agreement and of the party subject to the Audit. With respect to a Specified Audit, all costs and expenses of such Audit and the related Auditors shall be paid by the Seller. Other than with respect to a Specified Audit, all costs and expenses of any Audit and Auditor shall be solely paid by the Purchaser. (c) Upon the notice by Purchaser of its intent to conduct an inspection or an Audit, the Seller shall promptly notify any other purchaser of Contracts and shall permit such other purchaser the opportunity to participate in the inspection or Audit to be conducted by the Purchaser. To the extent any other purchaser notifies the Seller of its intent to conduct an inspection or an Audit under the related purchase agreement, the Seller shall provide the Purchaser with advance written notice of the conduct of such inspection or Audit as promptly as practicable and shall permit the Purchaser to participate in such inspection or Audit. In the event any joint inspection is conducted, each of the Seller and the Purchaser acknowledges and agrees that any cost of conducting such an inspection or an Audit that is required to be paid by the Purchaser pursuant to Section 7.5 shall be shared among the Purchaser and the other purchasers participating in such joint inspection. |US-DOCS\161913288.6|| (d) The Seller understands and acknowledges that the Purchaser or certain of the Purchaser’s Affiliates are subject to examination by Regulatory Authorities with authority over the Purchaser or the Purchaser’s Affiliates. The Seller agrees to reasonably cooperate with any legitimate examination or inquiry by any such Regulatory Authority having proper regulatory authority over the Purchaser or the Purchaser’s Affiliates, at the Purchaser’s sole cost and expense; provided, that, (i) the Seller shall not be construed required to prohibit: provide information or make available its or its Affiliates personnel in connection with any audit or examination pursuant to this Section 7.5(d) more than one (i1) disclosure of any and all information that is or becomes publicly knowntime each calendar year, or information obtained by commencing with the Indenture Trustee from sources other than the Issuing Entity or Servicercalendar year ending on December 31, 2026, (ii) disclosure of Purchaser and its Affiliates shall attempt to require any such audits or examinations to be conducted remotely, and all information: each on-site audit or examination (Aif required) if required to do so by any applicable statuteshall occur during regular business hours upon at least thirty (30) days prior written notice, law, rule or regulation, shall require no more than a two (B2) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects Business Day commitment of the Indenture TrusteeSeller and its employees and shall not unreasonably interfere with Seller’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential’ business operations, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) neither the Seller nor any other disclosure authorized of its Affiliates shall be required to share any information that any of them would be prohibited by the Issuing Entity Applicable Law from sharing or the Servicer constitute a trade secret or (iv) disclosure relate to the other parties to the transactions contemplated by the Basic Documentsconfidential business practices.

Appears in 1 contract

Sources: Master Purchase and Sale Agreement (Harley-Davidson, Inc.)

Inspection. The Issuing Entity agrees that, on Lender and its respective agents or designees shall have at all reasonable prior notice, it will permit any representative of the Indenture Trustee, times during the Issuing Entity’s normal business hours, hours upon reasonable advance notice the right of entry and free access to examine all inspect the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such informationCollateral; provided, however, that (A) no advance notice shall be required upon the foregoing occurrence and during the continuance of an Event of Default; and (B) access may be limited by existing contractual arrangements between Borrower and unaffiliated third parties (in which case Borrower shall use commercially reasonable efforts to allow L▇▇▇▇▇’s inspection). Subject to the foregoing, L▇▇▇▇▇ shall also have unrestricted access to and the right to copy all records, accounting books, contracts, subcontracts, bills, statements, vouchers, and supporting documents of Borrower in each case with respect to Collateral (solely to the extent it is within Borrower’s or any Affiliate’s control to permit such copies). Borrower shall be responsible for all reasonable and documented out-of-pocket expenses and costs incurred by L▇▇▇▇▇, subject to the terms and conditions set forth in Section 7.6. Borrower shall, promptly upon written request from L▇▇▇▇▇, provide copies of such records, accounting books, contracts, subcontracts, bills, statements, vouchers, and supporting documents of Borrower in each case with respect to the Collateral as are reasonably requested by L▇▇▇▇▇. Unless an Event of Default or Casualty Event has occurred and is continuing, Lender may not exercise such rights more often than once during any calendar year; provided that, if a Casualty Event has occurred and is continuing, Lender may only exercise such additional inspection rights with respect to the specific Collateral affected by such Casualty Event. Notwithstanding anything to the contrary herein, neither the Borrower nor any Guarantor will be construed required to prohibit: disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) disclosure of any and all information that is constitutes non-financial trade secrets or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicernon-financial proprietary information, (ii) in respect of which disclosure of any and all information: to Lender (Aor its respective agents or designees) if required to do so is prohibited by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate Applicable Law or any officer, director, employee binding agreement with unaffiliated third parties; or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity that is subject to attorney-client or the Servicer similar privilege or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsconstitutes attorney work product.

Appears in 1 contract

Sources: Master Loan and Security Agreement (ProPetro Holding Corp.)

Inspection. The Issuing Entity agrees that, on At any time and from time to time during TRI's normal business hours and upon reasonable prior written notice, it will permit any representative of the Indenture Trusteetrustee, during the Issuing Entity’s normal business hoursits permitted assigns, or their respective agents or representatives, (i) to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies of and extracts therefromabstracts from all Records in the possession or under the control of TRI relating to the Receivables or the other Transferred Assets, and (ii) to cause visit the offices and properties of TRI for the purpose of examining such books to be audited by Independent certified public accountantsmaterials described in clause (i) above, and to discuss matters relating to the Issuing Entity’s affairsReceivables or the other Transferred Assets, finances or TRI's performance hereunder with any of the officers of TRI having knowledge of such matters. TRI agrees that representatives from the Investors shall be permitted to accompany the Trustee on any such inspection or visit and accounts to participate in any such discussion. TRI agrees to instruct its Outside Accountants to cooperate with any reasonable request of the Trustee, its permitted assigns, or their respective agents or representatives, in connection with the Issuing Entity’s officers, employees and Independent certified public performance of such accountants, all at such reasonable times and as often as may be reasonably requested' routine verification procedures with respect to TRI's Receivables or the other Transferred Assets. The Indenture Trustee Trustee, its assigns, agents or representatives, shall and shall cause its representatives also be permitted to hold in confidence all such informationverify the validity, amount or any other matter relating to any Receivable; provided, however, that none of the foregoing Trustee, the Investors nor their respective assigns shall, unless a Liquidation Event has occurred and is continuing, notify any or all of the Obligors of the Participation Interests sold hereunder or direct such Obligors to make payments under any Receivables directly to the Investors or their designees. Without limiting the foregoing, TRI shall, from time to time during TRI's normal business hours, upon reasonable notice by the Trustee (or its permitted assigns, or their respective agents, or representatives), permit certified public accountants or other auditors acceptable to the Person making such request to conduct a review of TRI's Records relating to the Transferred Assets and the Program Documents; provided that unless a Liquidation Event or an Unmatured Liquidation Event has occurred and is continuing such review shall not be construed to prohibit: (i) disclosure conducted more than twice during any calendar year and the scope of such review shall be reasonable, taking into account market practice for similar transactions. The costs and expenses of the first such review in any and all information that is or becomes publicly known, or information obtained calendar year shall be borne by the Indenture Trustee from sources other than Servicer as part of its duties which are compensated by the Issuing Entity or Servicer, (ii) disclosure of any Servicer Fee and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects the costs and expenses of the Indenture Trustee’s business second such review in any calendar year shall be borne by the Investors ratably in accordance with their Pro Rata Shares; provided that after the occurrence and during the continuation of a Liquidation Event or that an Unmatured Liquidation Event, all such reviews shall be borne by the Servicer as part of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to duties which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated are compensated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsFee.

Appears in 1 contract

Sources: Receivables Participation Agreement (Thermadyne MFG LLC)

Inspection. The Issuing Entity agrees thatAt all times during the Term, but upon at least 15 days' prior notice to the Lessee (unless an Event of Default shall have occurred and be continuing, in which event a prior written notice of at least one (1) Business Day is required) and at a time and place reasonably acceptable to the Lessee, the Lessor, the Owner Participant, the Loan Participant and the Indenture Trustee or their authorized representatives (which may include the Manufacturer) may at their own expense (unless an Event of Default shall have occurred and be continuing, in which event the Lessee shall bear such expense) and risk conduct a visual walk-around inspection of the Aircraft (including on board inspection) and any Engine and may include inspection of areas exposed by any open panels, bays or the like, but shall not include opening any panels, bays or the like without the express written consent of an authorized employee of the Lessee (including a visual walk-around inspection of the Aircraft during any "C" check or other heavy maintenance) and may inspect the books and records of the Lessee relating to the operation and maintenance thereof and the Lessee shall provide copies of such books and records to the inspecting party or their authorized representatives at its or their reasonable prior noticerequest; provided that (a) any such -------- inspection shall be subject to the safety, it will permit security and workplace rules applicable at the location where such inspection is conducted and any representative applicable governmental rules or regulations, and (b) in the case of an inspection during a maintenance visit, such inspection shall not interfere with the normal conduct of such maintenance visit or extend the time required for such maintenance visit or, in any event, at any time interfere with the use or operation of the Airframe or any Engine or with the normal conduct of the Lessee's or a Permitted Sublessee's business. All information obtained in connection with any such inspection shall be held confidential by the Lessor, the Indenture Trustee, during the Issuing Entity’s normal business hoursOwner Participant and the Noteholders and shall not be furnished or disclosed by them to anyone other than (i) each other, to examine all the books of accounttheir bank examiners, recordsauditors, reports accountants, insurance advisors, agents and other papers legal counsel, (ii) any prospective and permitted transferees of the Issuing EntityLessor, the Indenture Trustee, the Owner Participant or any Noteholder who agree to make copies hold such information confidential, (iii) to the Indenture Trustee and extracts therefromrating agencies, if applicable, (to cause the extent necessary to obtain or maintain ratings and indicating whether such books inspection shows compliance or non-compliance by the Lessee with its obligations under the Operative Agreements), (iv) any Person with whom any Participant is in good faith conducting negotiations relating to be audited by Independent certified public accountantsthe possible transfer and sale of such Participant's interest in the Trust Estate, the Aircraft or the Equipment Notes, if such Person shall have entered into an agreement similar to that contained in this Section 6 whereby such Person agrees to hold such information confidential, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often (v) except as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives required by an order of any court or administrative agency or by any statute, rule, regulation or order of any governmental authority (or, in the case of any Noteholder, to hold in confidence all such information; any bank examiner or other regulatory personnel) or as may be necessary to enforce the terms of the Operative Agreements, provided, however, that the foregoing shall not be construed Lessor, the Owner -------- ------- Participant or the Loan Participant may during any time it is offering the Aircraft for sale make customary disclosures to prohibit: (i) disclosure prospective purchasers of any the Aircraft or the Equipment Notes as to the then current flight and all information that is or becomes publicly knownmaintenance status of the Aircraft. The Lessor, or information obtained by the Owner Participant, the Indenture Trustee from sources other than and the Issuing Entity Loan Participant shall have no duty to make any such inspection and shall not incur any liability or Servicer, (ii) disclosure obligation by reason of not making any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) such inspection. In addition to any government agency or regulatory or self-regulatory body having or claiming authority inspection as provided hereunder, upon each request of Owner Participant to regulate or oversee any aspects Lessee made not more than four times in a calendar year, Lessee will make available to Owner Participant information with respect to the cycles and hours of operation of the Airframe and Engines and the status of the time controlled components of the Engines. If requested by Lessor, Owner Participant, Indenture Trustee’s business Trustee or that of any Noteholder, Lessee shall provide, or shall cause any Permitted Sublessee to provide, the date (if then scheduled) upon which the Airframe undergoes its Affiliatesnext scheduled major check and, (C) pursuant with respect to any subpoenaEngine, civil investigative demand or similar demand or request the next scheduled off the Airframe maintenance, and shall advise Lessor, Owner Participant, Indenture Trustee and the relevant Noteholder of any courtthe name and location (if then known) of the relevant maintenance performer. The Lessee shall furnish to the Lessor, regulatory authority, arbitrator or arbitration to which the Owner Participant and the Indenture Trustee such additional information concerning the location, condition, use and operation of the Aircraft as the Lessor, the Owner Participant or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need may from time to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentstime reasonably request.

Appears in 1 contract

Sources: Lease Agreement (Midway Airlines Corp)

Inspection. The Issuing Entity agrees thatAt all reasonable times (during business hours) prior to November 7, 2013 (the “Approval Date”), and thereafter until the Close of Escrow or the earlier termination of this Agreement, Optionee, its agents and representatives shall be entitled to enter upon the Property, on prior reasonable prior noticenotice to Optionor, it will permit any representative to perform inspections of the Indenture TrusteeProperty to determine and evaluate, during the Issuing Entityin Optionee’s normal business hours, to examine all the books of account, records, reports sole and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: absolute discretion (i) disclosure the feasibility of any and all information that is or becomes publicly known, or information obtained by Optionee’s acquisition of the Indenture Trustee from sources other than Property based on Optionee’s review of the Issuing Entity or ServicerProperty Documents (hereinafter defined), (ii) disclosure the physical condition of the Property, including, without limitation, any hazardous materials survey, and all information: any other surveys, inspections, tests, studies and investigations relating to physical, geological, engineering or environmental conditions of the Property that Optionee conducts in accordance with the terms of this Agreement, it being understood and agreed by Optionee that no physical testing for Hazardous Materials (Aas hereinafter defined) if required to do so by any applicable statuteshall be performed on the Property without the express written consent of Optionor, law, rule which consent shall not be unreasonably withheld or regulationdelayed, (Biii) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects the feasibility of Optionee’s acquisition of the Indenture Trustee’s business or that of Property based on its Affiliatesinvestigation, studies and reports (C) pursuant to any subpoenaincluding, civil investigative demand or similar demand or request of any courtwithout limitation, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture market studies and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (Aappraisals), (Biv) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure zoning of the information involved; Property, (iiiv) the grading of and any grading plans for the Property, and (vi) any other disclosure authorized matter or thing relating to or affecting the Property or Optionee’s intended use thereof. Optionee acknowledges and agrees that all studies, inspections and investigations conducted by Optionee have been and will be conducted at Optionee’s sole cost, expense and risk, and Optionor shall have no obligation with respect thereto except as otherwise expressly provided in this Agreement. Within ten (10) business days after the Issuing Entity opening of Escrow (defined below), Optionor shall provide to Optionee, or otherwise make available to Optionee for Optionee’s review, copies of all tests, surveys, approvals, maps, plans, records, permits, correspondence with governmental agencies; engineering, geological, soils, or other studies, tests, or reports; any environmental and hazardous material reports and notices; all leases and contracts, if any, affecting the Servicer Property and any amendments or (iv) disclosure side letters thereto; tax and assessment statements; any documents regarding any filed or threatened litigation affecting or relating to the Property; and any other parties material data and information about the Property in Optionor’s possession or, to the transactions extent commercially reasonably available, control related to the operation of the Property (collectively, the “Property Documents”). Except as specifically set forth in Section 9.5 hereof, Optionor makes no representation or warranty with respect to the accuracy or completeness of any of the Property Documents or any of the Hazardous Materials Documents (defined below). Notwithstanding any other provision of this Section 4.1, Optionor shall not be liable for the failure to deliver or make available any Property Document which is otherwise available prior to the Approval Date in public records located in the County of Santa ▇▇▇▇▇ (or of which Optionee actually obtains prior to the Approval Date a copy through some other means), and no failure to deliver any Property Document expressly referenced in this sentence shall give rise to any right to terminate this Agreement or to any cause of action against Optionor or any other party. At Optionee’s request, Optionor shall use commercially reasonable and diligent efforts to obtain any Property Document specifically identified by Optionee that is not in Optionor’s possession but under Optionor’s control (to the extent commercially reasonably available) if such document is not otherwise available in the public records located in the County of Santa ▇▇▇▇▇, the Regional Water Quality Control Board, the Environmental Protection Agency, or any other local, state, or federal office, agency, or authority. On or before 5:00 p.m. Pacific Time on the Approval Date, Optionee may elect, in its sole and absolute discretion, to deliver a written notice to Optionor approving the condition of the Property and all Property Documents (the “Approval Notice”). If Optionee fails to deliver the Approval Notice on or before such date, or if the Approval Notice contains any qualifications or conditions (other than qualifications or conditions already contemplated by this Agreement or otherwise agreed to by Optionor in writing prior to the Basic DocumentsApproval Date), this Agreement shall be deemed terminated, Optionor shall retain the Independent Consideration, which shall be released by Escrow Holder to Optionor, but the remainder of the Option Consideration and interest thereon shall be returned to Optionee, less the amount of any applicable escrow cancellation charges, and neither party shall have any further rights, duties or obligations under this Agreement or with respect to the Property, except as otherwise specifically set forth in this Agreement.

Appears in 1 contract

Sources: Option Agreement for the Purchase and Sale of Real Property (Spansion Inc.)

Inspection. The Issuing Entity Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s Issuer's normal business hours, to examine all the books of account, records, reports reports, and other papers of the Issuing EntityIssuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s Issuer's affairs, finances and accounts with the Issuing Entity’s Issuer's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested; provided, however, that the Indenture Trustee may only cause the books of the Issuer to be audited on an annual basis, unless there occurs an Event of Default hereunder. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; providedinformation except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine with advice of counsel and after consultation with the Issuer and Administrator that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, however, that the foregoing shall not be construed to prohibit: prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by known through no fault of the Indenture Trustee from sources other than the Issuing Entity or ServicerTrustee, (ii) disclosure of any and all information: information (which makes reference to the Issuer, the Administrator or the Crestar Student Loan Trust ______ transaction) obtained by the Indenture Trustee from sources (other than the Issuer, Eligible Lender Trustee, the Administrator or the Master Servicer) that have not notified the Indenture Trustee that such information is subject to a confidentiality obligation with the Issuer, the Eligible Lender Trustee, the Administrator or the Master Servicer (iii) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s 's business or that of its Affiliatesaffiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate affiliate or any an officer, director, director or employee or shareholder thereof is subjecta party, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and herein approved in advance by the Issuing Entity Issuer or (E) to any Affiliateaffiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, provided that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iiiiv) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic DocumentsIssuer.

Appears in 1 contract

Sources: Master Indenture (Crestar Securitization LLC)

Inspection. The Issuing Entity agrees thatBorrower will furnish or cause to be furnished to the Administrative Agent from time to time such information with respect to the financial affairs of any Loan Party or any of their Subsidiaries and the Collateral as the Administrative Agent may reasonably request. The Borrower will, on during regular business hours and with reasonable prior written notice, it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent Administrative Agent or its respective agents or representatives and/or certified public accountantsaccountants or other auditors acceptable to the Administrative Agent, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibitto: (i) disclosure examine and make copies of and abstracts from all books and records relating to the financial affairs of any and all information that is Loan Party or becomes publicly known, any of their Subsidiaries or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicerany Collateral, (iiii)(A) disclosure visit the offices and properties of any the Loan Parties and all information: (A) if required their Subsidiaries for the purpose of examining such books and records and to do so by any applicable statuteverify materials, lawleases, rule or regulationnotes, inventory, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations and appraisals and (B) after the occurrence and during the continuance of an Event of Default, assertion of any Environmental Actions, or violation of Environmental Laws, with respect to any government agency Material Real Property, conduct Phase I ESAs (and, if reasonably requested by the Administrative Agent or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request Required Lenders based upon the results of any courtsuch Phase I ESA, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required to make pursuant to the preceding clause (A), (BPhase II ESA) or (C) so examinations, provided that the Issuing Entity may seek appropriate protective orders or restrictions Phase I ESAs shall be delivered in connection with any Mortgage on the disclosure of the information involved; any Material Real Property as required under this Agreement, (iii) up to one (1) time per calendar year (except no such limitation shall apply after the occurrence and during the continuance of an Event of Default) discuss matters relating to the Core Business, compliance with applicable Law, physical security of any leased or owned property, personnel changes or any Collateral or such Loan Party’s performance hereunder or under the other disclosure authorized by Loan Documents to which it is a party with any of the Issuing Entity officers, directors, employees or independent public accountants of the Servicer or Borrower, to the extent reasonably available, having knowledge of such matters and (iv) disclosure conduct a review of its books and records with respect to the other parties to the transactions contemplated by the Basic Documentsfinancial affairs of any Loan Party or any of their Subsidiaries or any Collateral (each inspection and audit described in clauses (i) though (iv) above, an “Inspection”).

Appears in 1 contract

Sources: Senior Secured Term Loan Agreement (Cresco Labs Inc.)

Inspection. The Issuing Entity agrees At all reasonable times while there are Notes outstanding, the Security Agent, or its authorized representatives, may inspect the Aircraft (but in no event more often than once yearly if a Potential Default or Event of Default shall not have occurred and be continuing) and FAA (or other applicable governmental authority of the country of registry) required records of the Borrower (or any Lessee) relating to the maintenance of the Aircraft (at the inspecting party’s expense (other than in the case of an inspection occurring while a Potential Default or an Event of Default has occurred and is continuing, in which case the Borrower shall bear the reasonable cost of such inspection)) and shall keep any information obtained thereby confidential as provided in Section 9.9 of the Loan Agreement. Any such inspection of the Aircraft shall be upon not less than three (3) Business Days advance notice from such inspecting party to the Borrower, shall be during normal business hours and shall be limited to a visual, walk-around inspection (including on-board inspection), but shall not include opening any panels, bays or the like without the express written consent of the Borrower; provided that, on reasonable prior noticeso long as no Potential Default or Event of Default shall have occurred and be continuing, it will permit no exercise of such inspection right shall interfere in any representative material respect with the normal operation or maintenance of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly knownAircraft by, or information obtained by the Indenture Trustee from sources other than business of, the Issuing Entity Borrower (or Servicer, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of Lessee). Upon the Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or written request of any courtLender, regulatory authorityBorrower will give, arbitrator and will use reasonable efforts to cause any Lessee to give, such Lender notice of the next scheduled “C” check or arbitration other heavy maintenance visit with respect to which the Indenture Trustee or an Affiliate Aircraft or any officer, director, employee Engine and afford such Person an opportunity to be present at the same without interfering (so long as no Potential Default or shareholder thereof Event of Default has occurred and is subject, (Dcontinuing) in any preliminary material respect with the maintenance, operations or final offering circular, prospectus, registration statement business of the Borrower or contract or other document pertaining such Lessee. Borrower shall furnish to the transactions contemplated by Security Agent such additional information concerning the Indenture location, condition, use and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney operation of the Indenture Trustee having a need to know Aircraft as the same; provided, that Security Agent may reasonably request. Neither the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of Security Agent nor any disclosure of such information that it is required Lender shall have any duty to make pursuant to the preceding clause (A), (B) any such inspection nor shall any such Person incur any liability or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure obligation by reason of the information involved; (iii) not making any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentssuch inspection.

Appears in 1 contract

Sources: Security Agreement (Hawaiian Holdings Inc)

Inspection. The Issuing Entity agrees thatAt all reasonable times and upon at least 15 days' prior written notice to Lessee, on reasonable prior noticeLessor, it will permit any representative the Owner Participant or the Indenture Trustee or their respective authorized representatives may (not more than once every calendar year (unless an Event of Default has occurred and is continuing when such inspection right shall not be so limited)) inspect the Aircraft and inspect and make copies (at Lessor's, the Owner Participant's or the Indenture Trustee's expense, during as the Issuing Entity’s normal business hours, to examine all case may be) of the books and records of account, records, reports and other papers Lessee relating to the maintenance of the Issuing Entity, to make copies Aircraft and extracts therefrom, to cause upon any such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained inspection by the Indenture Trustee or its authorized representatives of the books and records of Lessee relating to the maintenance of the Aircraft, the Policy Provider or its authorized representatives may also inspect and make copies (at the Policy Provider's expense) of the books and records of Lessee relating to the maintenance of the Aircraft; any such inspection of the Aircraft shall be limited to a visual, walk- around inspection and shall not include opening any panels, bays or the like without the express consent of Lessee; provided that no exercise of such inspection right shall interfere with the operation or maintenance of the Aircraft by, or the business of, Lessee (or any Sublessee). Upon receipt by Lessee of a written request from sources other than the Issuing Entity or ServicerOwner Participant specifying that the Owner Participant desires to have an authorized representative observe the next scheduled major overhaul to be performed on the Aircraft, Lessee shall cooperate with the Owner Participant to enable the Owner Participant's authorized representative to observe the next scheduled major overhaul to be performed on the Aircraft; provided that Lessee shall be required to so cooperate only to the extent necessary to enable the Owner Participant's authorized representative to observe (i) one scheduled major overhaul during each three year period of the Term and (ii) disclosure of any and all information: (Anotwithstanding the foregoing clause (i) but only if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects a major overhaul is scheduled during the last year of the Indenture Trustee’s business Term) one scheduled major overhaul during the last year of the Term; provided, further that the Owner Participant's authorized representative shall merely observe such major overhaul, shall not interfere with or that extend in any manner the conduct or duration of its Affiliatesthe major overhaul and shall not be entitled to direct any of the work performed in connection with such overhaul. None of Lessor, (C) pursuant to any subpoenathe Policy Provider, civil investigative demand the Owner Participant or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or shall have any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such information that it is required duty to make pursuant to the preceding clause (A), (B) any such inspection nor shall any of them incur any liability or (C) so that the Issuing Entity may seek appropriate protective orders or restrictions on the disclosure obligation by reason of the information involved; (iii) any other disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions contemplated by the Basic Documentsnot making such inspection.

Appears in 1 contract

Sources: Lease Agreement (Northwest Airlines Inc /Mn)