Common use of Inspections; Books and Records Clause in Contracts

Inspections; Books and Records. (a) The Administrative Agent, the Construction Consultant, and any authorized representative(s) designated by either the Administrative Agent or the Construction Consultant shall have the right at all reasonable times on reasonable notice (and (i) for so long as no Default exists, at Borrower's expense provided that such inspections and examinations do not take place more often than annually, and otherwise at the expense of the Lenders and (ii) from and after the occurrence of a Default, at Borrower's expense) and any other Lender shall have the right at its own expense: (i) to enter upon and inspect the Properties of Borrower, Co-Borrower and Subsidiary Guarantors (including the Project), both as part of the Administrative Agent's general oversight (both prior to and after the Completion Date) and to inspect the Project Construction to determine that it is in conformity with the Approved Plans and Specifications and all the requirements hereof; and (ii) to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrower, Co-Borrower, Property Manager and Subsidiary Guarantors, whether or not the same relate in any way to the Project, all of which shall be made available promptly upon the Administrative Agent's written demand therefor (including in connection with environmental compliance, hazard or liability), and to discuss the Borrower's, Co-Borrower's, Subsidiary Guarantors' and other Subsidiaries' and Property Manager's affairs, finances and accounts, including, but not limited to, matters relating to the Project, with their respective executive officers, as applicable, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. At the request of the Administrative Agent, Borrower and the Co-Borrower shall furnish convenient facilities for the purposes of conducting such investigations and examinations. No Construction Agreements let or amended by the Co-Borrower shall be inconsistent with the foregoing inspection and examination rights. It is expressly understood and agreed that the Administrative Agent shall have no duty to supervise or to inspect the Project (or any other Property) or any books and records, that any such inspection shall be for the sole purposes of determining whether or not the obligations of Borrower and the Co-Borrower under this Agreement are being properly discharged and of preserving the Administrative Agent's rights hereunder, and that the Administrative Agent's or Construction Consultant's failure to inspect or examine any matter shall not constitute a waiver of any of the Lenders' rights hereunder. If the Administrative Agent, or the Construction Consultant acting on behalf of the Administrative Agent, should inspect the Project or any books and records, the Administrative Agent and the Construction Consultant shall have no liability or obligation to the Borrower, Co-Borrower or any third party arising out of such inspection (other than any applicable obligation hereunder with respect to confidentiality) and none of the Borrower, Co-Borrower or any third party shall be entitled to rely upon such inspection or review. An inspection not followed by notice of default shall not constitute a waiver of any Unmatured Default or Default then existing, nor shall it constitute an acknowledgment or representation by the Administrative Agent or the Construction Consultant that there has been or will be compliance with the Approved Plans and Specifications and Laws or that the Project is free from defective materials or workmanship, or a waiver of the Administrative Agent's right thereafter to insist that the Project be constructed in accordance in all material respects with the Approved Plans and Specifications and Laws. The Administrative Agent and the Construction Consultant owe no duty of care to the Borrower, Co-Borrower or any third person to protect against, or inform the Borrower, Co-Borrower or any third person of the existence of, negligent, faulty, inadequate or defective design or construction of the Project or of any other Property. The Administrative Agent shall cause the Construction Consultant to deliver copies of each of its reports with respect to the Project to each of the Lenders.

Inspections; Books and Records. (a) The Administrative Agent, the Construction Consultant, and any authorized representative(s) designated by either the Administrative Agent or the Construction Consultant Agent, shall have the right at all reasonable times on reasonable notice (and (i) for so long as no Default exists, at Borrower's expense and Parent Guarantor's expense, provided that such inspections and examinations do not take place more often than annually, and otherwise at the expense of the Lenders and (ii) from and after the occurrence of a Default, at Borrower's and Parent Guarantor's expense) and any other Lender shall have the right at its own expense: (i) to enter upon and inspect the Properties of Borrower, Co-Borrower Parent Guarantor, the Resort Owners and Subsidiary Guarantors (including the Opryland Hotel Florida and the Project), both as part of the Administrative Agent's general oversight (both prior to and after the Final Completion Date) and to inspect the Project Construction to determine that it is in conformity with the Approved Plans and Specifications and all the requirements hereof; and (ii) to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrower, Co-BorrowerParent Guarantor, the Resort Owners, any Property Manager and Subsidiary Guarantors, whether or not the same relate in any way to the Opryland Hotel Florida or the Project, all of which shall be made available promptly upon the Administrative Agent's written demand therefor (including in connection with environmental compliance, hazard or liability), and to discuss the Borrower's, Co-BorrowerParent Guarantor's, Subsidiary Guarantors' and other Subsidiaries' and any Property Manager's affairs, finances and accounts, including, but not limited to, matters relating to the Opryland Hotel Florida and the Project, with their respective executive officers, as applicable, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. At the request of the Administrative Agent, Borrower and the Co-Borrower Parent Guarantor shall furnish convenient facilities for the purposes of conducting such investigations and examinations. No Construction Agreements let or amended by the Co-Borrower Texas Resort Owner shall be inconsistent with the foregoing inspection and examination rights. It is expressly understood and agreed that the Administrative Agent shall have no duty to supervise or to inspect the Opryland Hotel Florida or the Project (or any other Property) or any books and records, that any such inspection shall be for the sole purposes of determining whether or not the obligations of Borrower and the Co-Borrower Parent Guarantor under this Agreement are being properly discharged and of preserving the Administrative Agent's rights hereunder, and that the Administrative Agent's or Construction Consultant's failure to inspect or examine any matter shall not constitute a waiver of any of the Lenders' rights hereunder. If the Administrative Agent, Agent or the Construction Consultant acting on behalf of the Administrative Agent, any other Lender should inspect the Project or any books and records, neither the Administrative Agent and the Construction Consultant nor any other Lender shall have no any liability or obligation to the Borrower, Co-Borrower Parent Guarantor or any third party arising out of such inspection (other than any applicable obligation hereunder with respect to confidentiality) and none of the neither Borrower, Co-Borrower or Parent Guarantor nor any third party shall be entitled to rely upon such inspection or review. An inspection not followed by notice of default shall not constitute a waiver of any Unmatured Default or Default then existing, nor shall it constitute an acknowledgment or representation by the Administrative Agent or the Construction Consultant any other Lender that there has been or will be compliance with the Approved Plans and Specifications and Laws or that the Project is free from defective materials or workmanship, or a waiver of the Administrative Agent's right thereafter to insist that the Project be constructed in accordance in all material respects with the Approved Plans and Specifications and Laws. The Neither the Administrative Agent and the Construction Consultant owe no nor any other Lender owes any duty of care to the Borrower, Co-Borrower Parent Guarantor or any third person to protect against, or inform the Borrower, Co-Borrower Parent Guarantor or any third person of the existence of, negligent, faulty, inadequate or defective design or construction of the Project or of any other Property. The Administrative Agent shall cause the Construction Consultant to deliver copies of each of its reports with respect to the Project to each of the Lenders.

Inspections; Books and Records. (a) The Administrative Agent, the Construction Consultant, and any authorized representative(s) designated by either the Administrative Agent or the Construction Consultant Agent, shall have the right at all reasonable times on reasonable notice (and (i) for so long as no Default exists, at Borrower's expense and Parent Guarantor's expense, provided that such inspections and examinations do not take place more often than annually, and otherwise at the expense of the Lenders and (ii) from and after the occurrence of a Default, at Borrower's and Parent Guarantor's expense) and any other Lender shall have the right at its own expense: (i) to enter upon and inspect the Properties of Borrower, Co-Borrower Parent Guarantor and the Subsidiary Guarantors (including the Opryland Hotel Florida and the Texas Project), both as part of the Administrative Agent's general oversight (both prior to and after the Completion Date) and to inspect the Project Construction to determine that it is in conformity with the Approved Plans and Specifications and all the requirements hereofSubstantial Completion); and (ii) to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrower, Co-BorrowerParent Guarantor, any Property Manager and the Subsidiary Guarantors, whether or not the same relate in any way to the Opryland Hotel Florida or the Texas Project, all of which shall be made available promptly upon the Administrative Agent's written demand therefor (including in connection with environmental compliance, hazard or liability), and to discuss the Borrower's, Co-BorrowerParent Guarantor's, the Subsidiary Guarantors' and other Subsidiaries' and any Property Manager's affairs, finances and accounts, including, but not limited to, matters relating to the Opryland Hotel Florida and the Texas Project, with their respective executive officers, as applicable, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. At the request of the Administrative Agent, Borrower and the Co-Borrower Parent Guarantor shall furnish convenient facilities for the purposes of conducting such investigations and examinations. No Construction Agreements let or amended by the Co-Borrower shall be inconsistent with the foregoing inspection and examination rights. It is expressly understood and agreed that the Administrative Agent shall have no duty to supervise or to inspect the Opryland Hotel Florida or the Texas Project (or any other Property) or any books and records, that any such inspection shall be for the sole purposes of determining whether or not the obligations of Borrower and the Co-Borrower Parent Guarantor under this Agreement are being properly discharged and of preserving the Administrative Agent's rights hereunder, and that the Administrative Agent's or Construction Consultant's failure to inspect or examine any matter shall not constitute a waiver of any of the Lenders' rights hereunder. If the Administrative Agent, Agent or the Construction Consultant acting on behalf of the Administrative Agent, any other Lender should inspect the Texas Project or any books and records, neither the Administrative Agent and the Construction Consultant nor any other Lender shall have no any liability or obligation to the Borrower, Co-Borrower Parent Guarantor or any third party arising out of such inspection (other than any applicable obligation hereunder with respect to confidentiality) and none of the Borrower, Co-Borrower Parent Guarantor or any third party shall be entitled to rely upon such inspection or review. An inspection not followed by notice of default shall not constitute a waiver of any Unmatured Default or Default then existing, nor shall it constitute an acknowledgment or representation by the Administrative Agent or the Construction Consultant any other Lender that there has been or will be compliance with the Approved Plans and Specifications and Laws or that the Texas Project is free from defective materials or workmanship, or a waiver of . Neither the Administrative Agent's right thereafter to insist that the Project be constructed in accordance in all material respects with the Approved Plans and Specifications and Laws. The Administrative Agent and the Construction Consultant owe no nor any other Lender owes any duty of care to the Borrower, Co-Borrower Parent Guarantor or any third person to protect against, or inform the Borrower, Co-Borrower Parent Guarantor or any third person of the existence of, negligent, faulty, inadequate or defective design or construction of the Opryland Hotel Florida, the Texas Project or of any other Property. The Administrative Agent shall cause the Construction Consultant to deliver copies of each of its reports with respect to the Project to each of the Lenders.

Inspections; Books and Records. (a) The Administrative Agent, the Construction Consultant, and any authorized representative(s) designated by either the Administrative Agent or the Construction Consultant Agent, shall have the right at all reasonable times on reasonable notice (and (i) for so long as no Default exists, at BorrowerCo-Borrowers' and Parent Guarantor's expense expense, provided that such inspections and examinations do not take place more often than annually, and otherwise at the expense of the Lenders and (ii) from and after the occurrence of a Default, at BorrowerCo-Borrowers' and Parent Guarantor's expense) and any other Lender shall have the right at its own expense: (i) to enter upon and inspect the Properties of Borrower, Co-Borrower Borrowers, Parent Guarantor and Subsidiary Guarantors (including the Opryland Hotel Florida and the Project), both as part of the Administrative Agent's general oversight (both prior to and after the Final Completion Date) and to inspect the Project Construction to determine that it is in conformity with the Approved Plans and Specifications and all the requirements hereof; and (ii) to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrower, Co-BorrowerBorrowers, Parent Guarantor, any Property Manager and Subsidiary Guarantors, whether or not the same relate in any way to the Opryland Hotel Florida or the Project, all of which shall be made available promptly upon the Administrative Agent's written demand therefor (including in connection with environmental compliance, hazard or liability), and to discuss the Borrower's, Co-BorrowerBorrowers', Parent Guarantor's, Subsidiary Guarantors' and other Subsidiaries' and any Property Manager's affairs, finances and accounts, including, but not limited to, matters relating to the Opryland Hotel Florida and the Project, with their respective executive officers, as applicable, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. At the request of the Administrative Agent, Borrower and the Co-Borrower Borrowers and Parent Guarantor shall furnish convenient facilities for the purposes of conducting such investigations and examinations. No Construction Agreements let or amended by the Texas Co-Borrower shall be inconsistent with the foregoing inspection and examination rights. It is expressly understood and agreed that the Administrative Agent shall have no duty to supervise or to inspect the Opryland Hotel Florida or the Project (or any other Property) or any books and records, that any such inspection shall be for the sole purposes of determining whether or not the obligations of Borrower and the Co-Borrower Borrowers and Parent Guarantor under this Agreement are being properly discharged and of preserving the Administrative Agent's rights hereunder, and that the Administrative Agent's or Construction Consultant's failure to inspect or examine any matter shall not constitute a waiver of any of the Lenders' rights hereunder. If the Administrative Agent, Agent or the Construction Consultant acting on behalf of the Administrative Agent, any other Lender should inspect the Project or any books and records, neither the Administrative Agent and the Construction Consultant nor any other Lender shall have no any liability or obligation to the Borrower, Co-Borrower Borrowers, Parent Guarantor or any third party arising out of such inspection (other than any applicable obligation hereunder with respect to confidentiality) and none of the Borrower, Co-Borrower Borrowers, Parent Guarantor or any third party shall be entitled to rely upon such inspection or review. An inspection not followed by notice of default shall not constitute a waiver of any Unmatured Default or Default then existing, nor shall it constitute an acknowledgment or representation by the Administrative Agent or the Construction Consultant any other Lender that there has been or will be compliance with the Approved Plans and Specifications and Laws or that the Project is free from defective materials or workmanship, or a waiver of the Administrative Agent's right thereafter to insist that the Project be constructed in accordance in all material respects with the Approved Plans and Specifications and Laws. The Neither the Administrative Agent and the Construction Consultant owe no nor any other Lender owes any duty of care to the Borrower, Co-Borrower Borrowers, Parent Guarantor or any third person to protect against, or inform the Borrower, Co-Borrower Borrowers, Parent Guarantor or any third person of the existence of, negligent, faulty, inadequate or defective design or construction of the Project or of any other Property. The Administrative Agent shall cause the Construction Consultant to deliver copies of each of its reports with respect to the Project to each of the Lenders.