Common use of Inspection of Properties and Books Clause in Contracts

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the Borrower and the Trust will permit the Agent or any of its designated representatives upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing), to visit and inspect any of the properties of the Borrower, the Trust or any of their respective Subsidiaries to examine the books of account of the Borrower, the Trust and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Trust and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request. (b) The Borrower hereby agrees that each of the Lenders and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower, any Guarantor, nor any Subsidiary of any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the Guarantor determines to take any action inconsistent with such intention, the Borrower will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower or its securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank and the Lenders all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with the terms hereof.

Appears in 2 contracts

Samples: Revolving Credit Agreement (First Potomac Realty Trust), Revolving Credit Agreement (First Potomac Realty Trust)

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Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the Borrower Borrower, the Subsidiary Guarantors and the Trust will, and will cause their respective Subsidiaries to, permit the Agent or any of its designated representatives upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing), to visit and inspect any of the properties of the Borrower, such Subsidiary Guarantor, the Trust or any of their respective Subsidiaries to examine the books of account of the Borrower, such Subsidiary Guarantor, the Trust and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, such Subsidiary Guarantor, the Trust and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request. (b) The Borrower hereby agrees that each of the Lenders and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower, the Trust, any Subsidiary Guarantor, nor any Subsidiary of any of the foregoing intends to treat the Term Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the any Subsidiary Guarantor determines to take any action inconsistent with such intention, the Borrower will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Term Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank Arranger and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower Borrower, the Subsidiary Guarantors, the Trust or its their securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower Borrower, the Subsidiary Guarantors, the Trust or its their securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank Arranger and the Lenders all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with the terms hereof.

Appears in 2 contracts

Samples: Senior Secured Term Loan Agreement (First Potomac Realty Trust), Senior Secured Term Loan Agreement (First Potomac Realty Trust)

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the The Borrower and the Trust will permit the Agent or any of its designated representatives upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing), to visit and inspect any of the properties of the Borrower, the Trust or any of their respective Subsidiaries to examine the books of account of the Borrower, the Trust and their respective Subsidiaries and Whitestone Management (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Trust and their respective Subsidiaries and the Project with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request. (b) The Borrower hereby agrees that each of the Lenders and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither the Borrower, any Guarantorthe Trust, nor any Subsidiary of any of the foregoing intends to treat the Term Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the Guarantor Trust determines to take any action inconsistent with such intention, the Borrower will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Term Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower or its securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank and the Lenders all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with the terms hereof.

Appears in 1 contract

Samples: Term Loan Agreement (Whitestone REIT)

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the Borrower Borrower, the Subsidiary Guarantors and the Trust will permit the Agent or any of its designated representatives upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing), to visit and inspect any of the properties of the Borrower, such Subsidiary Guarantor, the Trust or any of their respective Subsidiaries to examine the books of account of the Borrower, such Subsidiary Guarantor, the Trust and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, such Subsidiary Guarantor, the Trust and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request. (b) The Borrower hereby agrees that each of the Lenders and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower, the Trust, any Subsidiary Guarantor, nor any Subsidiary of any of the foregoing intends to treat the Term Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the any Subsidiary Guarantor determines to take any action inconsistent with such intention, the Borrower will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Term Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank Arranger and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower Borrower, the Subsidiary Guarantors, the Trust or its their securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower Borrower, the Subsidiary Guarantors, the Trust or its their securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx mxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank Arranger and the Lenders all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with the terms hereof.

Appears in 1 contract

Samples: Secured Term Loan Agreement (First Potomac Realty Trust)

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the Borrower and the Trust will permit the Agent or any of its designated representatives upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing), to visit and inspect any of the properties of the Borrower, the Trust or any of their respective Subsidiaries to examine the books of account of the Borrower, the Trust and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Trust and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request. (b) The Borrower hereby agrees that each of the Lenders and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower, any Guarantor, nor any Subsidiary of any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the Guarantor determines to take any action inconsistent with such intention, the Borrower will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower or its securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank and the Lenders all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with the terms hereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (First Potomac Realty Trust)

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the Borrower and the Trust will permit the Agent or any of its designated representatives upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing), to visit and inspect any of the properties of the Borrower, the Trust or any of their respective Subsidiaries to examine the books of account of the Borrower, the Trust and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Trust and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request. (b) The Borrower hereby agrees that each of the Lenders and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower, any Guarantor, nor any Subsidiary of any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the Guarantor determines to take any action inconsistent with such intention, the Borrower will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower or its securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank and the Lenders all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with the terms hereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (First Potomac Realty Trust)

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leasesleases, the Borrower will, and the Trust will cause BPI to, permit the Agent or any of its the Banks’ other designated representatives upon reasonable no less than 24 hours notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuingwriting), to visit and inspect any of the properties of the Borrower, the Trust BPI or any of their respective Subsidiaries to examine the books of account of the Borrower, the Trust BPI and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Trust BPI and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request; provided that, so long as no Event of Default has occurred and is continuing, the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. (b) The Borrower hereby agrees that each of the Lenders Banks and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender Bank or the Agent related to such structure and tax aspects. In this regard, each of the Lenders Banks and the Agent acknowledges and agrees that its disclosure of the structure or tax aspects of the Facility is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding). Furthermore, each of the Banks and the Agent acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the structure or tax aspects of the Facility is limited in any other manner (such as where the Facility is claimed to be proprietary or exclusive) for the benefit of any other Person. Notwithstanding the foregoing (i) the Banks and the Agent shall not disclose any materials or information of any kind or nature whatsoever which are not specifically permitted to be disclosed in accordance with the terms of this subparagraph (b) and (ii) in the event of any change, amendment, modification or clarification of Code sections 6011 and/or 6111 (or any other applicable section of the Code) or any Regulations promulgated thereunder, or the issuance by any Person of any guidance on which the Banks, the Agent and the Representatives are entitled to rely or are otherwise bound by (including, by way of example only, private letter rulings), which in any way limits or restricts what may be disclosed pursuant to the terms of this paragraph, or otherwise establishes that such Code sections do not, or are not intended to, apply to loan facilities such as the Facility (or other similar transactions), the terms of this subparagraph (b) shall be deemed modified thereby. In this regard, the Banks and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower. (c) Notwithstanding anything to the contrary herein (including, any Guarantorwithout limitation, the provisions of subparagraph (b) above), neither the Agent nor any Subsidiary of Bank may disclose to any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011Person any information that constitutes material non-4). If public information regarding the Borrower or its securities for purposes of Regulation FD of the Guarantor determines Securities and Exchange Commission or any other federal or state securities laws (it being acknowledged and agreed that the provisions of this §8.10 with respect to take such information are reasonably necessary to comply with said Regulation FD and/or such other federal and state securities laws) (such information referred to collectively herein as the “Borrower Information”), except that each of the Agent and each of the Banks may disclose Borrower Information (i) to any action inconsistent other Bank, (ii) to any other person if reasonably incidental to the administration of the Loans, (iii) upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been publicly disclosed other than as a result of a disclosure by the Agent or any Bank which is not permitted by this Agreement, (vi) in connection with any litigation to which the Agent, any Bank, or any other Representative may be a party, (vii) to the extent reasonably required in connection with the exercise of any remedy hereunder, (viii) to the Agent’s or such intentionBank’s Affiliates, legal counsel and independent auditors or other Representatives, and (ix) to any actual or proposed participant or Eligible Assignee of all or part of its rights hereunder. (d) Each of the Banks and the Agent hereby agrees that the Borrower (and its, and its affiliates’, employees, officers, directors, advisors and agents (collectively “Borrower Representatives”) is, and has been from the commencement of discussions with respect to the Facility, permitted to disclose to any and all Persons, without limitation of any kind, the Borrower will promptly notify structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Agent thereof. If Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to the Borrower so notifies the Agentrelated to such structure and tax aspects. In this regard, the Borrower acknowledges and agrees that its disclosure of the Agent may treat structure or tax aspects of the Loan as part Facility is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding). Furthermore, each of a transaction that is subject to Treasury Regulation Section 301.6112-1the Borrower, each Bank and the Agent will maintain acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the lists and other records, including the identity structure or tax aspects of the applicable party Facility is limited in any other manner (such as where the Facility is claimed to be proprietary or exclusive) for the Loan as required by such Treasury Regulationbenefit of any other Person. (ce) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger Arrangers will make available to the Lenders Banks and the Fronting Bank materials and/or information provided by or on behalf of the Borrower hereunder by posting such materials on SyndTrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders Banks may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the ArrangerArrangers, the Fronting Bank and the Lenders Banks to treat such materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger Arrangers shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower or its securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, ArrangerArrangers, the Fronting Bank and the Lenders Banks all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders Banks and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with confidence; provided, disclosures made pursuant to clauses (iii), (iv), (v), (vi) and (vii) of §8.10(c), shall not be subject to this last sentence of this §8.10(e). (f) The provisions of this §8.10 supersede any confidentiality obligations of the terms hereofBorrower, the Agent or any of the Banks relating to the Facility under any agreements between or among the Borrower and the Agent and/or the Banks, as applicable. The parties hereto agree that any such confidentiality obligations shall be deemed void ab initio.

Appears in 1 contract

Samples: Revolving Credit Agreement (Boston Properties Inc)

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Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the Borrower Borrower, the Subsidiary Guarantors and the Trust will permit the Agent or any of its designated representatives upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing), to visit and inspect any of the properties of the Borrower, such Subsidiary Guarantor, the Trust or any of their respective Subsidiaries to examine the books of account of the Borrower, such Subsidiary Guarantor, the Trust and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, such Subsidiary Guarantor, the Trust and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request. (b) The Borrower hereby agrees that each of the Lenders and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower, the Trust, any Subsidiary Guarantor, nor any Subsidiary of any of the foregoing intends to treat the Term Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the any Subsidiary Guarantor determines to take any action inconsistent with such intention, the Borrower will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Term Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank Arranger and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower Borrower, the Subsidiary Guarantors, the Trust or its their securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower Borrower, the Subsidiary Guarantors, the Trust or its their securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank Arranger and the Lenders all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with the terms hereof.

Appears in 1 contract

Samples: Secured Term Loan Agreement (First Potomac Realty Trust)

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the Borrower and the Trust will permit the Agent or any of its designated representatives upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing), to visit and inspect any of the properties of the Borrower, the Trust or any of their respective Subsidiaries or Xxxxxxx Management to examine the books of account of the Borrower, the Trust and their respective Subsidiaries and Xxxxxxx Management (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Trust and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request. (b) The Borrower hereby agrees that each of the Lenders and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower, any Guarantor, nor any Subsidiary of any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the Guarantor determines to take any action inconsistent with such intention, the Borrower will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower or its securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank and the Lenders all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with the terms hereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hartman Commercial Properties Reit)

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leasesleases, the Borrower will, and the Trust will cause BPI to, permit the Agent or any of its the Banks’ other designated representatives upon reasonable no less than 24 hours notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuingwriting), to visit and inspect any of the properties of the Borrower, the Trust BPI or any of their respective Subsidiaries to examine the books of account of the Borrower, the Trust BPI and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Trust BPI and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request; provided that, so long as no Event of Default has occurred and is continuing, the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. (b) The Borrower hereby agrees that each of the Lenders Banks and the Agent (and each of their respective, and their respective affiliates’, employees, officers, directors, agents and advisors (collectively, “Representatives”) is, and has been from the commencement of discussions with respect to the facility established by the Agreement (the “Facility”), permitted to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender Bank or the Agent related to such structure and tax aspects. In this regard, each of the Lenders Banks and the Agent acknowledges and agrees that its disclosure of the structure or tax aspects of the Facility is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding). Furthermore, each of the Banks and the Agent acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the structure or tax aspects of the Facility is limited in any other manner (such as where the Facility is claimed to be proprietary or exclusive) for the benefit of any other Person. Notwithstanding the foregoing (i) the Banks and the Agent shall not disclose any materials or information of any kind or nature whatsoever which are not specifically permitted to be disclosed in accordance with the terms of this subparagraph (b) and (ii) in the event of any change, amendment, modification or clarification of Code sections 6011 and/or 6111 (or any other applicable section of the Code) or any Regulations promulgated thereunder, or the issuance by any Person of any guidance on which the Banks, the Agent and the Representatives are entitled to rely or are otherwise bound by (including, by way of example only, private letter rulings), which in any way limits or restricts what may be disclosed pursuant to the terms of this paragraph, or otherwise establishes that such Code sections do not, or are not intended to, apply to loan facilities such as the Facility (or other similar transactions), the terms of this subparagraph (b) shall be deemed modified thereby. In this regard, the Banks and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower. (c) Notwithstanding anything to the contrary herein (including, any Guarantorwithout limitation, the provisions of subparagraph (b) above), neither the Agent nor any Subsidiary of Bank may disclose to any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011Person any information that constitutes material non-4). If public information regarding the Borrower or its securities for purposes of Regulation FD of the Guarantor determines Securities and Exchange Commission or any other federal or state securities laws (it being acknowledged and agreed that the provisions of this §8.10 with respect to take such information are reasonably necessary to comply with said Regulation FD and/or such other federal and state securities laws) (such information referred to collectively herein as the “Borrower Information”), except that each of the Agent and each of the Banks may disclose Borrower Information (i) to any action inconsistent other Bank, (ii) to any other person if reasonably incidental to the administration of the Loans, (iii) upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been publicly disclosed other than as a result of a disclosure by the Agent or any Bank which is not permitted by this Agreement, (vi) in connection with any litigation to which the Agent, any Bank, or any other Representative may be a party, (vii) to the extent reasonably required in connection with the exercise of any remedy hereunder, (viii) to the Agent’s or such intentionBank’s Affiliates, legal counsel and independent auditors or other Representatives, and (ix) to any actual or proposed participant or Eligible Assignee of all or part of its rights hereunder. (d) Each of the Banks and the Agent hereby agrees that the Borrower (and its, and its affiliates’, employees, officers, directors, advisors and agents (collectively “Borrower Representatives”) is, and has been from the commencement of discussions with respect to the Facility, permitted to disclose to any and all Persons, without limitation of any kind, the Borrower will promptly notify structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Agent thereof. If Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to the Borrower so notifies the Agentrelated to such structure and tax aspects. In this regard, the Borrower acknowledges and agrees that its disclosure of the Agent may treat structure or tax aspects of the Loan as part Facility is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding). Furthermore, each of a transaction that is subject to Treasury Regulation Section 301.6112-1the Borrower, each Bank and the Agent will maintain acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information relating to the lists and other records, including the identity structure or tax aspects of the applicable party Facility is limited in any other manner (such as where the Facility is claimed to be proprietary or exclusive) for the Loan as required by such Treasury Regulationbenefit of any other Person. (ce) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders Banks and the Fronting Bank materials and/or information provided by or on behalf of the Borrower hereunder by posting such materials on SyndTrak IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders Banks may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank and the Lenders Banks to treat such materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials with respect to Borrower or its securities and not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any such materials “PUBLIC.” In addition, Agent, Arranger, the Fronting Bank and the Lenders Banks all agree to maintain all such materials (other than any such materials as are marked “PUBLIC”) in confidence and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders Banks and/or participants) unless and until such other Person agrees in writing to maintain such materials in confidence consistent with confidence; provided, disclosures made pursuant to clauses (iii), (iv), (v), (vi) and (vii) of §8.10(c), shall not be subject to this last sentence of this §8.10(e). (f) The provisions of this §8.10 supersede any confidentiality obligations of the terms hereofBorrower, the Agent or any of the Banks relating to the Facility under any agreements between or among the Borrower and the Agent and/or the Banks, as applicable. The parties hereto agree that any such confidentiality obligations shall be deemed void ab initio.

Appears in 1 contract

Samples: Revolving Credit Agreement (Boston Properties Inc)

Inspection of Properties and Books. (a) Subject to the rights of tenants to limit or prohibit such access, as denoted in the applicable Leases, the The Borrower and the Trust Guarantors will, and will cause their respective Subsidiaries to, permit the Agent or any of its designated representatives and the Lenders, at the Borrower’s expense and upon reasonable notice (which notice may be given orally or in writing and provided that no notice shall be required if a Default or Event of Default has occurred and is continuing)prior notice, to visit and inspect any of the properties of the Borrower, the Trust each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants under their leases), to examine the books of account of the Borrower, the Trust any Guarantor and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Trust any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, its their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request. , provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of such Persons. Compliance with Laws, Contracts, Licenses, and Permits . The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, comply in all respects with (a) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (b) The Borrower hereby agrees that each the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the Lenders and the Agent (and each of their respectivecase may be, and their respective affiliates’other charter documents and bylaws, employees(c) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, officers(d) all applicable decrees, directors, agents and advisors (collectively, “Representatives”) isorders, and has been from 107 102175686\V-9 102175686\V-9 judgments, and (e) all licenses and permits required by applicable laws and regulations for the commencement conduct of discussions its business or the ownership, use or operation of its properties, except where failure to so comply with respect to the facility established by the Agreement either clause (the “Facility”a), permitted to disclose to (c) or (e) would not result in the material non-compliance with the items described in such clauses. If any and all Personsauthorization, without limitation consent, approval, permit or license from any officer, agency or instrumentality of any kind, government shall become necessary or required in order that the structure and tax aspects (as such terms are used in Code sections 6011 and 6111) of the Facility, and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender or the Agent related to such structure and tax aspects. In this regard, the Lenders and the Agent intend that this transaction will not be a “confidential transaction” under Code sections 6011, 6111 or 6112, and the regulations promulgated thereunder. Neither Borrower, any Guarantor, nor any Subsidiary of Guarantor or their respective Subsidiaries may fulfill any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If the Borrower or the Guarantor determines to take any action inconsistent with such intentionits obligations hereunder, the Borrower Borrower, such Guarantor or such Subsidiary will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent will maintain the lists and other records, including the identity of the applicable party to the Loan as required by such Treasury Regulation. (c) The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by the Borrower hereunder by posting such materials on SyndTrak take or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all such materials that are cause to be made available taken all steps necessary to Public Lenders shall be clearly obtain such authorization, consent, approval, permit or license and conspicuously marked “PUBLIC” by Borrower which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking such materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Fronting Bank and the Lenders to treat such materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all such materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) furnish the Agent and the Arranger shall be entitled to treat any such materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform established for confidential non-public information and materials Lenders with respect to Borrower or its securities and not designated “Public Investor.” Notwithstanding the foregoing, evidence thereof. The Borrower shall be under no obligation to xxxx any develop and implement such materials “PUBLIC.” In additionprograms, Agent, Arranger, the Fronting Bank policies and the Lenders all agree to maintain all such materials (other than any such materials procedures as are marked “PUBLIC”) in confidence necessary to comply with the Patriot Act and further agree that they shall not make any such materials available to any other Person (including, without limitation, other proposed Lenders and/or participants) unless and until such other Person agrees promptly advise the Agent in writing to maintain in the event that the Borrower shall determine that any investors in the Borrower are in violation of such materials in confidence consistent with the terms hereofact.

Appears in 1 contract

Samples: Composite Credit Agreement (Condor Hospitality Trust, Inc.)

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