Common use of Inspections and Verification Clause in Contracts

Inspections and Verification. The Administrative Agent and such Persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Event of Default has occurred and is continuing, and in the event an Event of Default has occurred and is continuing, on not less than one Business Day’s prior notice to the Borrower (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts or other Collateral in the possession of any third Person, by contacting account debtors or the third Person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts by contacting account debtors, shall be effected by the Borrower’s independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest to the account debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured Creditors.

Appears in 4 contracts

Samples: Pledge and Security Agreement (Preferred Apartment Communities Inc), Pledge and Security Agreement (Preferred Apartment Communities Inc), Pledge and Security Agreement (Preferred Apartment Communities Inc)

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Inspections and Verification. The Administrative Agent and such Persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s own cost and expense), at any time or from time to time, on not less than two (2) Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Default or Event of Default has occurred and is continuing, and in the event an a Default or Event of Default has occurred and is continuing, on not less than one (1) Business Day’s prior notice to the Borrower (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts or other Collateral in the possession of any third Person, by contacting account debtors or the third Person possessing such Collateral (after not less than two (2) days’ prior notice to the applicable Grantor) and while an Event of Default exists, Account Debtors, in each case for the purpose of making such verification; provided, that prior to the occurrence and continuation of an Event of Default, the Grantors shall not be liable for more than one visit and inspection in any fiscal year. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts by contacting account debtors, shall be effected by the Borrower’s independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest to the account debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured Creditors.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Eastern Co), Pledge and Security Agreement (Lemaitre Vascular Inc)

Inspections and Verification. The Administrative Agent Guarantor and such Persons as the Administrative Agent Guarantor may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) Grantor if no Default or Event of Default has occurred and is continuing, and in the event an a Default or Event of Default has occurred and is continuing, on not less than one Business Day’s prior notice to the Borrower (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts or other Collateral in the possession of any third Person, by contacting account debtors or the third Person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts by contacting account debtors, shall be effected by the BorrowerGrantor’s independent accountants, acting at the direction of the Administrative AgentGuarantor, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent Guarantor or the existence of the security interest to the account debtors. The Borrower Grantor will instruct its independent accountants to undertake any such verification when and as requested by the Administrative AgentGuarantor. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent Guarantor and the BorrowerGrantor. The Administrative Agent Guarantor shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured CreditorsGrantor.

Appears in 1 contract

Samples: Lockbox Agreement (Clean Energy Fuels Corp.)

Inspections and Verification. The Administrative Agent and such Persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s own reasonable cost and expense), at any time or from time to time, on not less than two (2) Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Event of Default has occurred and is continuing, and in the event an Event of Default has occurred and is continuing, on not less than one (1) Business Day’s prior notice to the Borrower (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts or other Collateral in the possession of any third Person, by contacting account debtors or the third Person possessing such Collateral (after not less than two (2) days’ prior notice to the applicable Grantor) and while an Event of Default exists, Account Debtors, in each case for the purpose of making such verification; provided, that prior to the occurrence and continuation of an Event of Default, the Grantors shall not be liable for more than one visit and inspection in any fiscal year. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts by contacting account debtors, shall be effected by the Borrower’s independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest to the account debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured Creditors.

Appears in 1 contract

Samples: Pledge and Security Agreement (Purple Innovation, Inc.)

Inspections and Verification. The Administrative Agent and such Persons persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Default or Event of Default has occurred and is continuing, and in the event an a Default or Event of Default has occurred and is continuing, on not less than one Business Day’s prior notice to the Borrower (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts Accounts or other Collateral in the possession of any third Personperson, by contacting account debtors Account Debtors or the third Person person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts Accounts by contacting account debtorsAccount Debtors, shall be effected by the Borrower’s independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest Security Interest to the account debtorsAccount Debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured CreditorsCreditors (it being understood that any such information shall be subject to the confidentiality provisions of the Credit Agreement).

Appears in 1 contract

Samples: Pledge and Security Agreement (American Dental Partners Inc)

Inspections and Verification. The In addition to any rights granted to the Administrative Agent or the Lenders under the Credit Agreement, the Administrative Agent and such Persons persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days' prior notice to the Borrower (on behalf of any applicable Grantor) if no Default or Event of Default has occurred and is continuing, and in the event an a Default or Event of Default has occurred and is continuing, on not less than one Business Day’s prior no notice to the Borrower (on behalf of any applicable Grantor)shall be required, to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts Accounts or other Collateral in the possession of any third Personperson, by contacting account debtors Account Debtors or the third Person person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts Accounts by contacting account debtorsAccount Debtors, shall be effected by the Borrower’s independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest Security Interest to the account debtorsAccount Debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured CreditorsCreditors (it being understood that any such information shall be subject to the confidentiality provisions of the Credit Agreement).

Appears in 1 contract

Samples: Pledge and Security Agreement (American Dental Partners Inc)

Inspections and Verification. The Administrative Collateral Agent and such Persons as the Administrative Collateral Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Event of Default has occurred and is continuing, and in the event an Event of Default has occurred and is continuing, on not less than one Business Day’s prior notice to the Borrower Company (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts Accounts or other Collateral in the possession of any third Person, by contacting account debtors Account Debtors or the third Person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification, provided that, unless an Event of Default has occurred and is continuing, Grantors shall not be required to pay for more than one such inspection in any calendar year. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts Accounts by contacting account debtorsAccount Debtors, shall be effected by the BorrowerCompany’s independent accountants, acting at the direction of the Administrative Collateral Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Collateral Agent or the existence of the security interest Security Interest to the account debtorsAccount Debtors. The Borrower Company will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Collateral Agent, but no more than once in any calendar year, so long as no Event of Default has occurred and is continuing. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Collateral Agent and the BorrowerCompany. The Administrative Collateral Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured CreditorsCreditors (it being understood that any such information shall be subject to the confidentiality provisions of the Credit Agreement).

Appears in 1 contract

Samples: Pledge and Security Agreement (American Greetings Corp)

Inspections and Verification. The Administrative Agent and such Persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Default or Event of Default has occurred and is continuing, and in the event an a Default or Event of Default has occurred and is continuing, on not less than one Business Day’s prior notice to the Borrower (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts or other Collateral in the possession of any third Person, by contacting account debtors or the third Person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification. Notwithstanding anything to the contrary herein, so long as no Default or Event of Default has occurred and is continuing, the Grantors shall not be responsible for the costs and expenses of more than two inspections or verifications pursuant to this Section 4.09 during any calendar year. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts by contacting account debtors, shall be effected by the Borrower’s independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest to the account debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured Creditors.

Appears in 1 contract

Samples: Pledge and Security Agreement (Kona Grill Inc)

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Inspections and Verification. The Administrative Agent and such Persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s 's own cost and expense), at any time or from time to time, on not less than two (2) Business Days' prior notice to the Borrower (on behalf of any applicable Grantor) if no Default or Event of Default has occurred and is continuing, and in the event an a Default or Event of Default has occurred and is continuing, on not less than one (1) Business Day’s 's prior notice to the Borrower (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s 's affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts or other Collateral in the possession of any third Person, by contacting account debtors or the third Person possessing such Collateral (after not less than two (2) days' prior notice to the applicable Grantor) and while an Event of Default exists, Account Debtors, in each case for the purpose of making such verification; provided, that prior to the occurrence and continuation of an Event of Default, the Grantors shall not be liable for more than one visit and inspection in any fiscal year. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts by contacting account debtors, shall be effected by the Borrower’s 's independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest to the account debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured Creditors.

Appears in 1 contract

Samples: Pledge and Security Agreement (Eastern Co)

Inspections and Verification. The In addition to any rights granted to the Administrative Agent or the Lenders under the Credit Agreement, the Administrative Agent and such Persons persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Default or Event of Default has occurred and is continuing, and in the event an a Default or Event of Default has occurred and is continuing, on not less than one Business Day’s prior no notice to the Borrower (on behalf of any applicable Grantor)shall be required, to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts Accounts or other Collateral in the possession of any third Personperson, by contacting account debtors Account Debtors or the third Person person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts Accounts by contacting account debtorsAccount Debtors, shall be effected by the Borrower’s independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest Security Interest to the account debtorsAccount Debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured CreditorsCreditors (it being understood that any such information shall be subject to the confidentiality provisions of the Credit Agreement).

Appears in 1 contract

Samples: Pledge and Security Agreement (American Dental Partners Inc)

Inspections and Verification. The Administrative Agent Lender and such Persons as the Administrative Agent Lender may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the Grantor’s 's own cost and expense), at any time or from time to time, on not less than two Business Days’ Day's prior notice to the Borrower (on behalf of any applicable Grantor) if no Event of Default has occurred and is continuing, and in the event an Event of Default has occurred and is continuing, on not less than one Business Day’s prior notice to the Borrower (on behalf of any applicable Grantor)Company, to inspect the Collateral of such the Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such the Grantor’s 's affairs with the officers of such the Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts Accounts or other Collateral in the possession of any third Person, by contacting account debtors Account Debtors or the third Person possessing such Collateral (after not less than two days' prior notice to the applicable Grantor) for the purpose of making such verification, provided that, unless an Event of Default has occurred and is continuing, Grantors shall not be required to pay for more than one such inspection in any calendar year. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts Accounts by contacting account debtorsAccount Debtors, shall be effected by the Borrower’s Company's independent accountants, acting at the direction of the Administrative AgentLender, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent Lender or the existence of the security interest Security Interest to the account debtorsAccount Debtors. The Borrower Company will instruct its independent accountants to undertake any such verification when and as requested by the Administrative AgentLender, but no more than once in any calendar year, so long as no Event of Default has occurred and is continuing. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent Lender and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured CreditorsCompany.

Appears in 1 contract

Samples: Pledge and Security Agreement (Igi Laboratories, Inc)

Inspections and Verification. The Administrative Agent and such Persons as the Administrative Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Event of Default has occurred and is continuing, and in the event an Event of Default has occurred and is continuing, on not less than one Business Day’s prior notice to the Borrower (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts or other Collateral in the possession of any third Person, by contacting account debtors or the third Person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Default, in order to verify accounts by contacting account debtors, shall be effected by the Borrower’s independent accountants, acting at the direction of the Administrative Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Agent or the existence of the security interest to the account debtors. The Borrower will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Agent. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Agent and the Borrower. The Administrative Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured Creditors.. Exhibit 10.3

Appears in 1 contract

Samples: Pledge and Security Agreement (Preferred Apartment Communities Inc)

Inspections and Verification. The Administrative Collateral Agent and such Persons as the Administrative Collateral Agent may designate shall have the right, at the Administrative Agent’s and the Lenders’ cost and expense (or if an Event of Default has occurred and is continuing, the any Grantor’s own cost and expense), at any time or from time to time, on not less than two Business Days’ prior notice to the Borrower (on behalf of any applicable Grantor) if no Event of Default has occurred and is continuing, and in the event an Event of Default has occurred and is continuing, on not less than one Business Day’s prior notice to the Borrower Company (on behalf of any applicable Grantor), to inspect the Collateral of such Grantor, all books and records related thereto (and to make extracts and copies thereof) and the premises upon which any of such Collateral is located, to discuss such Grantor’s affairs with the officers of such Grantor and its independent accountants, and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, such Collateral, including, in the case of accounts Accounts or other Collateral in the possession of any third Person, by contacting account debtors Account Debtors or the third Person possessing such Collateral (after not less than two days’ prior notice to the applicable Grantor) for the purpose of making such verification, provided that, unless a Default Event has occurred and is continuing, Grantors shall not be required to pay for more than two such inspections in any calendar year. Any procedures or actions taken, prior to the occurrence and continuance of an Event of Defaulta Default Event, in order to verify accounts Accounts by contacting account debtorsAccount Debtors, shall be effected by the BorrowerCompany’s independent accountants, acting at the direction of the Administrative Collateral Agent, in such manner (consistent with their normal auditing procedures) so as not to reveal the identity of the Administrative Collateral Agent or the existence of the security interest Security Interest to the account debtorsAccount Debtors. The Borrower Company will instruct its independent accountants to undertake any such verification when and as requested by the Administrative Collateral Agent, but no more than twice in any calendar year, so long as no Default Event has occurred and is continuing. The results of any such verification by independent accountants shall be reported by such independent accountants to both the Administrative Collateral Agent and the BorrowerCompany. The Administrative Collateral Agent shall have the absolute right to share any information it gains from any such inspection or verification or from collateral reports furnished to it by a Grantor with the other Secured CreditorsCreditors (it being understood that any such information shall be subject to the confidentiality provisions of the Credit Agreement or, with respect to the Senior Securities Holders, a separate confidentiality agreement, in form and substance substantially similar to the confidentiality provisions of the Credit Agreement or otherwise satisfactory to the Company and the Senior Securities Holders).

Appears in 1 contract

Samples: Pledge and Security Agreement (American Greetings Corp)

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