Common use of Inspections, Etc Clause in Contracts

Inspections, Etc. (a) Each Credit Party will permit any authorized representatives designated by the Administrative Agent or any Lender to visit and inspect any of the properties of any Credit Party, as they relate to the obligations of the Credit Parties under the Transaction Documents, to inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with its officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that, in the absence of a Default or Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and the Lenders for more than one inspection in any period of twelve consecutive fiscal months and (y) there shall be no more than one inspection in any period of twelve consecutive fiscal months. (b) Without limiting paragraph (a) above, each Credit Party will permit the Administrative Agent and any designee thereof from time to time to inspect the Collateral Obligations and related Underlying Instruments selected by the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”) with respect to any Collateral Obligation: (1) all matters relating to the title of Borrower with respect to such Collateral Obligations; (2) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and (3) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, in each case at such times during normal business hours, upon reasonable advance notice to the Borrower and subject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Instruments. (c) Each Credit Party will, upon the request of the Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders: (1) once during each calendar year, to be held at the Services Provider’s corporate offices (or at such other location as may be requested by the Administrative Agent or the Requisite Lenders that is reasonably acceptable to the Borrower) at such time as may be agreed to by the Borrower, the Administrative Agent and the Requisite Lenders; and (2) if an Event of Default has occurred and is then continuing, at such other times as may be reasonably requested by any Lender, to be held at the Services Provider’s corporate offices (or at such other location as may be requested by such Lender that is reasonably acceptable to the Borrower). (d) Each inspection, investigation, visitation or other meeting referred to in clause (b) and (c) above shall be at the Lenders’ own cost and expense; provided that, if an Event of Default has occurred and is continuing, then each such inspection, investigation, visitation or other meeting will be at the expense of the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Blue Owl Technology Finance Corp.), Credit Agreement and Margining Agreement (Blue Owl Technology Income Corp.)

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Inspections, Etc. (a) Each Credit Party will permit any authorized representatives designated by the Administrative Agent or any Lender to (1) visit and inspect any of the properties of any Credit Party, as they relate to the obligations of the Credit Parties under the Transaction Documents, Party to inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with its officers and independent public accountantsaccountants and (2) to inspect the Collateral Obligations and related Underlying Instruments selected by the Administrative Agent or the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”) with respect to any Collateral Obligation: (i) all matters relating to the title of Borrower Entities with respect to such Collateral Obligations; (ii) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and (iii) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedsubject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Instruments; provided that, in the absence of a Default or an Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and the Lenders for more than one inspection in any period of twelve consecutive fiscal months and (y) there shall be no more than one inspection in any period of twelve consecutive fiscal months. (b) Without limiting paragraph (a) above, each Credit Party will permit the Administrative Agent and any designee thereof from time to time to inspect the Collateral Obligations and related Underlying Instruments selected by the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”) with respect to any Collateral Obligation: (1) all matters relating to the title of Borrower with respect to such Collateral Obligations; (2) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and (3) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, in each case at such times during normal business hours, upon reasonable advance notice to the Borrower and subject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Instruments. (c) Each Credit Party will, upon the request of the Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders: (1) once during each calendar year, to be held at the Services ProviderInvestment Manager’s corporate offices (or at such other location as may be requested by the Administrative Agent or the Requisite Lenders that is reasonably acceptable to the Borrower) at such time as may be agreed to by the Borrower, the Administrative Agent and the Requisite Lenders; and (2) if an Event of Default has occurred and is then continuing, at such other times as may be reasonably requested by any Lender, to be held at the Services ProviderInvestment Manager’s corporate offices (or at such other location as may be requested by such Lender that is reasonably acceptable to the Borrower). (d) Each inspection, investigation, visitation or other meeting referred to in clause (b) and (c) above shall be at the Lenders’ own cost and expense; provided that, if an Event of Default has occurred and is continuing, then each such inspection, investigation, visitation or other meeting will be at the expense of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Apollo Debt Solutions BDC)

Inspections, Etc. (a) Each Credit Party will permit any authorized representatives designated by the Administrative Agent or any Lender to (1) visit and inspect any of the properties of any Credit Party, as they relate to the obligations of the Credit Parties under the Transaction Documents, Party to inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with its officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that, in the absence of a Default or Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and the Lenders for more than one inspection in any period of twelve consecutive fiscal months accountants and (y2) there shall be no more than one inspection in any period of twelve consecutive fiscal months. (b) Without limiting paragraph (a) above, each Credit Party will permit the Administrative Agent and any designee thereof from time to time to inspect the Collateral Obligations and related Underlying Instruments selected by the Administrative Agent or the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”) with respect to any Collateral Obligation: : (1i) all matters relating to the title of Borrower Entities with respect to such Collateral Obligations; ; (2ii) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and and (3iii) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, in each case all upon reasonable notice and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower hours and subject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Instruments; provided that, in the absence of an Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and Lenders for more than one inspection in any period of twelve consecutive fiscal months and (y) there shall be no more than two inspections in any period of twelve consecutive fiscal months. (cb) Each Credit Party will, upon the request of the Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders: (1) once during each calendar year, to be held at the Services ProviderInvestment Manager’s corporate offices (or at such other location as may be requested by the Administrative Agent or the Requisite Lenders that is reasonably acceptable to the Borrower) at such time as may be agreed to by the Borrower, the Administrative Agent and the Requisite Lenders; and (2) if an Event of Default has occurred and is then continuing, at such other times as may be reasonably requested by any Lender, to be held at the Services ProviderInvestment Manager’s corporate offices (or at such other location as may be requested by such Lender that is reasonably acceptable to the Borrower). (d) Each inspection, investigation, visitation or other meeting referred to in clause (b) and (c) above shall be at the Lenders’ own cost and expense; provided that, if an Event of Default has occurred and is continuing, then each such inspection, investigation, visitation or other meeting will be at the expense of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Kennedy Lewis Capital Co)

Inspections, Etc. (a) Each Credit Party will permit any authorized representatives designated by the Administrative Agent or any Lender to (1) visit and inspect any of the properties of any Credit Party, as they relate to the obligations of the Credit Parties under the Transaction Documents, Party to inspect, copy and take extracts from f rom its financial f inancial and accounting records, and to discuss its affairsaf fairs, finances f inances and accounts with its officers of f icers and independent public accountantsaccountants and (2) to inspect the Collateral Obligations and related Underlying Instruments selected by the Administrative Agent or the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following with respect to any Collateral Obligation: (i) all matters relating to the title of Borrower Entities with respect to such Collateral Obligations; (ii) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and (iii) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requestedsubject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Instruments; provided that, in the absence of a Default or an Event of Default, (x) the Credit Parties Part ies shall not be required to reimburse the Administrative Agent and the Lenders for more than one inspection in any period of twelve consecutive fiscal months and (y) there shall be no more than one inspection in any period of twelve consecutive fiscal f iscal months. (b) Without limiting paragraph (a) above, each Credit Party will permit the Administrative Agent and any designee thereof from time to time to inspect the Collateral Obligations and related Underlying Instruments selected by the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”) with respect to any Collateral Obligation: (1) all matters relating to the title of Borrower with respect to such Collateral Obligations; (2) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and (3) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, in each case at such times during normal business hours, upon reasonable advance notice to the Borrower and subject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Instruments. (c) Each Credit Party will, upon the request of the Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders: (1) once during each calendar year, to be held at the Services ProviderCollateral Manager’s corporate offices (or at such other location as may be requested by the Administrative Agent or the Requisite Lenders that is reasonably acceptable to the Borrower) at such time as may be agreed to by the Borrower, the Administrative Agent and the Requisite Lenders; and and (2) if an Event of Default has occurred and is then continuing, at such other times as may be reasonably requested by any Lender, to be held at the Services ProviderCollateral Manager’s corporate offices of f ices (or at such other location as may be requested by such Lender that is reasonably acceptable to the Borrower). (dc) Each inspection, investigation, visitation or other meeting referred to in clause (b) and (c) above shall be at the Lenders’ own cost and expense; provided that, if an Event of Default has occurred and is continuing, then each such inspection, investigation, visitation or other meeting will be at the expense of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (New Mountain Guardian III BDC, L.L.C.)

Inspections, Etc. (a) Each Credit Party will permit any authorized representatives designated by the Administrative Agent or any Lender to visit and inspect any of the properties of any Credit Party, as they relate to the obligations of the Credit Parties under the Transaction Documents, to inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with its officers and independent public accountants, all upon reasonable advance notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that, in the absence of a Default or an Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and the Lenders for more than one inspection in any period of twelve consecutive fiscal months and (y) there shall be no more than one inspection in any period of twelve consecutive fiscal months. (b) Without limiting paragraph (a) above, each Credit Party will permit the Administrative Agent and any designee thereof from time to time to inspect the Collateral Obligations and related Underlying Reference Instruments selected by the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”) with respect to any Collateral Obligation: (1) all matters relating to the title of Borrower with respect to such Collateral Obligations; (2) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and (3) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, in each case at such times during normal business hours, upon reasonable advance notice to the Borrower and subject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Reference Instruments. (c) Each Credit Party will, upon the request of the Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders: (1) once during each calendar year, to be held at the Services ProviderInvestment Manager’s corporate offices (or at such other location as may be requested by the Administrative Agent or the Requisite Lenders that is reasonably acceptable to the Borrower) at such time as may be agreed to by the Borrower, the Administrative Agent and the Requisite Lenders; and (2) if an Event of Default has occurred and is then continuing, at such other times as may be reasonably requested by any Lender, to be held at the Services ProviderInvestment Manager’s corporate offices (or at such other location as may be requested by such Lender that is reasonably acceptable to the Borrower). (d) Each inspection, investigation, visitation or other meeting referred to in clause (b) and (c) above shall be at the Lenders’ own cost and expense; provided that, if an Event of Default has occurred and is continuing, then each such inspection, investigation, visitation or other meeting will be at the expense of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (FS Energy & Power Fund)

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Inspections, Etc. (a) Each Credit Party will permit any authorized representatives designated by the Administrative Agent or any Lender to (1) visit and inspect any of the properties of any Credit Party, as they relate to the obligations of the Credit Parties under the Transaction Documents, Party to inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with its officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that, in the absence of a Default or Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and the Lenders for more than one inspection in any period of twelve consecutive fiscal months accountants and (y2) there shall be no more than one inspection in any period of twelve consecutive fiscal months. (b) Without limiting paragraph (a) above, each Credit Party will permit the Administrative Agent and any designee thereof from time to time to inspect the Collateral Obligations and related Underlying Instruments selected by the Administrative Agent or the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”) with respect to any Collateral Obligation: : (1i) all matters relating to the title of Borrower Entities with respect to such Collateral Obligations; ; (2ii) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and and (3iii) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, in each case all upon reasonable notice and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower hours and subject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Instruments; provided that, in the absence of an Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and Lenders for more than one inspection in any period of twelve consecutive fiscal months and (y) there shall be no more than two inspections in any period of twelve consecutive fiscal months. (cb) Each Credit Party will, upon the request of the Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders: (1) once during each calendar year, to be held at the Services ProviderInvestment Manager’s corporate offices (or at such other location as may be requested by the Administrative Agent or the Requisite Lenders that is reasonably acceptable to the Borrower) at such time as may be agreed to by the Borrower, the Administrative Agent and the Requisite Lenders; and (2) if an Event of Default has occurred and is then continuing, at such other times as may be reasonably requested by any Lender, to be held at the Services ProviderInvestment Manager’s corporate offices (or at such other location as may be requested by such Lender that is reasonably acceptable to the Borrower). (dc) Each inspection, investigation, visitation or other meeting referred to in clause (b) and (c) above shall be at the Lenders’ own cost and expense; provided that, if an Event of Default has occurred and is continuing, then each such inspection, investigation, visitation or other meeting will be at the expense of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Kennedy Lewis Capital Co)

Inspections, Etc. (a) Each Credit Party will permit any authorized representatives designated by the Administrative Agent or any Lender to visit and inspect any of the properties of any Credit Party, as they relate to the obligations of the Credit Parties under the Transaction Documents, to inspect, copy and take extracts from its financial and accounting records, and to discuss its affairs, finances and accounts with its officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested; provided that, in the absence of a Default or Event of Default, (x) the Credit Parties shall not be required to reimburse the Administrative Agent and the Lenders for more than one inspection in any period of twelve consecutive fiscal months and (y) there shall be no more than one inspection in any period of twelve consecutive fiscal months. (b) Without limiting paragraph (a) above, each Credit Party will permit the Administrative Agent and any designee thereof from time to time to inspect the Collateral Obligations and related Underlying Instruments selected by the Requisite Lenders in their sole and absolute discretion and, in connection therewith, to investigate any or all of the following (the “Specified Matters”) with respect to any Collateral Obligation: (1) all matters relating to the title of Borrower with respect to such Collateral Obligations; (2) the perfection of the Collateral Agent’s security interest in the Collateral under the Collateral Documents; and (3) the existence of any litigation or other similar proceeding relating to the Collateral Obligations to which a Credit Party is a party, either as plaintiff or defendant, in each case at such times during normal business hours, upon reasonable advance notice to the Borrower and subject to applicable law and the rights of the relevant Credit Party under the applicable Underlying Instruments. (c) Each Credit Party will, upon the request of the Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders: (1) once during each calendar year, to be held at the Services Provider’s corporate offices (or at such other location as may be requested by the Administrative Agent or the Requisite Lenders that is reasonably acceptable to the Borrower) at such time as may be agreed to by the Borrower, the Administrative Agent and the Requisite Lenders; and (2) if an Event of Default has occurred and is then continuing, at such other times as may be reasonably requested by any Lender, to be held at the Services Provider’s corporate offices (or at such other location as may be requested by such Lender that is reasonably acceptable to the Borrower). (d) Each inspection, investigation, visitation or other meeting referred to in clause (b) and (c) above shall be at the Lenders’ own cost and expense; provided that, if an Event of Default has occurred and is continuing, then each such inspection, investigation, visitation or other meeting will be at the expense of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Owl Rock Technology Income Corp.)

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