Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 9 contracts
Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of owned or leased by the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of DefaultDefault under Section 7.01(a), (if) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsunder Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives or independent contractorsrepresentatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 8 contracts
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice notice, reasonable coordination in and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, and (by) except as expressly set forth provided in clause (c) the proviso below during in connection with the occurrence and continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default existshas occurred and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower in accordance with Section 9.03(a) at any time during normal business hours and upon reasonable advance notice and (d) notice; provided that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts excerpts from, or discuss any discussion of, any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or any of their respective representatives or contractors)) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in with respect of to which the Borrower or any Restricted Subsidiary Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s Obligations under this Section 5.06) to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)party.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Post Holdings, Inc.), Credit Agreement, Intercreditor Agreement (Post Holdings, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of owned or leased by the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of DefaultDefault under Section 7.01(a), (if) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsunder Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives or independent contractorsrepresentatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries Subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Assignment and Assumption (Claros Mortgage Trust, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries Subsidiary to, permit any authorized representative officers, designated by representatives and agents of the Administrative Agent (or any Lender solely if accompanying the Administrative Agent), to visit and inspect any of the properties Property of the Borrower and any of its or such Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsSubsidiary, and to examine the books of account of the Borrower or such Restricted Subsidiary and discuss its and their respective the affairs, finances and accounts of the Borrower or such Restricted Subsidiary with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)accountants, all upon reasonable notice and at such reasonable times during normal business hoursas the Administrative Agent may request; provided that (ai) only prior written notice of any such visit, inspection or examination shall be provided to the Administrative Agent on behalf of Borrower and such visit, inspection or examination shall be performed at reasonable times to be agreed to by the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06Borrower, which agreement will not be unreasonably withheld, (bii) except as expressly set forth in clause (c) below excluding any such visits and inspections during the continuance continuation of an Event of Default, (i) the Administrative Agent shall not exercise such its rights under this Section 6.2 more often than one (1) time during any such fiscal year, the Borrower is not obligated to compensate the Administrative Agent for more than one (1) inspection and examination by the Administrative Agent during any calendar year and (ii) only one any such time per calendar year compensation shall be at subject to the expense limitations of the Borrower Section 10.13, and its Restricted Subsidiaries, (ciii) when an Event of Default exists, the Administrative Agent (may conduct inspections pursuant to this Section 6.2 in its respective capacity as Administrative Agent only and may not conduct inspections or utilize information from such inspections for any purpose other than a purpose reasonably related to its capacity as Administrative Agent; provided, further, that nothing in this Section 6.2 shall require Holdco, the Borrower or any Subsidiary to take any action or permit any inspection that would violate any customary third party confidentiality agreement with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of its representatives or independent contractors) may do any of the foregoing at the expense of Holdco, the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (Subsidiary or the compliance with the terms of any of their respective representatives Loan Document) or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to waive any attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which privilege. The Administrative Agent shall give the Borrower or a reasonable opportunity to participate in any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of discussions with the requirements of this Section 5.06)Borrower’s independent public accountants.
Appears in 5 contracts
Samples: Loan Agreement (Worldpay, Inc.), Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.)
Inspections. The Top Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Top Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Top Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Top Borrower and its Restricted Subsidiaries; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Top Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Top Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Top Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Top Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 5 contracts
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 4 contracts
Samples: Credit Agreement (Hillman Solutions Corp.), Security Agreement (Hayward Holdings, Inc.), Security Agreement (Hayward Holdings, Inc.)
Inspections. The Borrower Borrowers will, and will cause each of its Restricted Subsidiaries Subsidiary to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Borrowers and any of its Restricted Subsidiaries Subsidiary at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided provided, that the Borrower Borrowers (or any of its their subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided provided, that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower Borrowers and its their Restricted Subsidiaries, Subsidiaries and (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, that, notwithstanding anything to the contrary herein, neither of the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its their customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 4 contracts
Samples: Credit Agreement (Knowlton Development Corp Inc), Security Agreement (Knowlton Development Corp Inc), Security Agreement (Knowlton Development Parent, Inc.)
Inspections. The Borrower willOnce per calendar year (or, and will cause each after the occurrence of its Restricted Subsidiaries toany Default, permit any authorized representative designated Event of Default, Servicer Default, Seller Default, or Amortization Event, as frequently as requested by the Administrative Agent to visit and inspect any Agent), at the expense of the properties of Borrower, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower Administrative Agent (or any of its subsidiariesdesignee) may, if it so choosesand is hereby authorized to, be present at or participate in any such discussion), all upon reasonable notice and during regular business hours (i) examine via WebEx or other similar online platform or at reasonable times during normal the offices of the Borrower, Seller, or Servicer (at any location where it keeps records with respect to the Borrower) all books, records and documents (including computer tapes and disks), and (ii) visit the offices and properties of the Borrower, Seller, and/or Servicer and engage in discussions with any of the officers, employees or independent public accountants of any of them having knowledge within the scope of such inspection, in the case of either clause (i) or clause (ii), for the purpose of examining such materials and to discuss matters relating to the Purchased Receivables, the performance of (or ability or inability to perform under) any Transaction Document by the Borrower, Seller, or Servicer, and the business hours; provided that of any of the foregoing. For avoidance of doubt, except to the extent necessary for the Secured Parties to enforce rights against the Collateral after an Event of Default (aincluding, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, LendingClub, or any Subsidiary thereof to disclose to any Agent or any other Person: (A) only any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the attorney-client privilege in connection with active litigation to the detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent on behalf of or its representative could, pursuant to the Lenders may exercise the rights of the Administrative terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and such Agent and the Lenders under this Section 5.06or its representative agrees to such terms, (b) except as expressly set forth in clause (c) below provided, that during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower shall, and its Restricted Subsidiariesshall cause the Seller and Servicer to, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything take all actions possible to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any Lender records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as confirmed in an opinion of counsel to the Borrower, Seller or any of their respective representatives or contractors) Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable Requirements law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of Lawan Event of Default, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall, and shall cause the Seller and Servicer, to any third party (provided take all possible actions to provide such confidentiality obligations were disclosure in a manner that will not entered into in contemplation of the requirements of this Section 5.06)violate applicable law.
Appears in 4 contracts
Samples: Assignment and Assumption Agreement (LendingClub Corp), Warehouse Credit Agreement (LendingClub Corp), Warehouse Credit Agreement (LendingClub Corp)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 4 contracts
Samples: Fourth Amendment Agreement (PQ Group Holdings Inc.), Third Amendment Agreement (PQ Group Holdings Inc.), Patent Security Agreement (PQ Group Holdings Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Isos Acquisition Corp.), Fourth Amendment (Isos Acquisition Corp.), Security Agreement (Isos Acquisition Corp.)
Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 4 contracts
Samples: Security Agreement (Hayward Holdings, Inc.), Security Agreement (Hayward Holdings, Inc.), Credit Agreement (Hillman Companies Inc)
Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the such Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the such Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the any Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and or its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 3 contracts
Samples: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 3 contracts
Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.), Assignment and Assumption (ATI Physical Therapy, Inc.)
Inspections. The Borrower Holdings will, and Holdings will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and Holdings or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or Holdings(or any of its subsidiariesSubsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.7 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesHoldings; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Holdings and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.065.7); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), Holdings will provide notice to Agent that such information is being withheld and Holdings shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.
Appears in 3 contracts
Samples: Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.)
Inspections. The Holdings and the Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of Holdings, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersPerson, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 3 contracts
Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Olaplex Holdings, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent registered public accountants accounting firm (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent Agent, on behalf of the Lenders Lenders, and not any Lender, may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and year; provided that the limitation in this clause (iib) only one such shall not apply at any time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existshas occurred and is continuing (it being understood that, in respect of any such exercise of rights by the Administrative Agent, the Borrower shall reimburse the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours for costs and upon reasonable advance notice and (d) expenses incurred in connection therewith in accordance with Section 9.03); provided, further, that notwithstanding anything to the contrary herein, neither none of Holdings, the Borrower nor or any of its Restricted Subsidiary Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower and any of its subsidiaries and/or any of its their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent (or any Person acting on its behalf in connection with the foregoing) or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary of its subsidiaries owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, further, that in the event that Holdings, the Borrower or any Restricted Subsidiary does not disclose, permit the inspection or examination or the making of copies of, or discuss, any document, information or other matter in reliance on this clause, Holdings and the Borrower shall use commercially reasonable efforts to communicate to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to provide, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, such information.
Appears in 3 contracts
Samples: Credit Agreement (Cano Health, Inc.), Bridge Loan Agreement (Cano Health, Inc.), Credit Agreement (Jaws Acquisition Corp.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 3 contracts
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.), Assignment and Assumption (Shift4 Payments, Inc.), Assignment and Assumption (Shift4 Payments, Inc.)
Inspections. The Administrative Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Administrative Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Administrative Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion)) at the expense of the Borrowers, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time visit per calendar year shall be at the expense of the Administrative Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Administrative Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Administrative Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 3 contracts
Samples: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one From time to time, upon reasonable prior notice and during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesregular business hours, (c) when an Event of Default existspermit each Lender, the Administrative Agent (or any of its their respective agents, regulators or representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information including certified public accountants or other matter (i) that constitutes non-financial trade secrets auditors or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure consultants acceptable to the Administrative Agent or any Lender such Lender, as applicable (at the sole cost and expense of the Borrower), (A) to examine and make copies of and obtain abstracts from all Records in the possession or under the control of the Borrower or its Affiliates or agents (subject to Section 8.09 and the Back-up Servicing Agreement), and (B) to visit the offices and properties of the Borrower or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Pool Receivables, the Borrower’s performance hereunder or the Borrower’s financial condition and results of operations with any of their respective representatives the officers or contractorsemployees of the Borrower or its Affiliates having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time on request of the Administrative Agent or such Lender with reasonable notice and during reasonable business hours, permit certified public accountants or other consultants or auditors acceptable to Administrative Agent or such Lender to conduct, at Borrower’s expense, a review of Borrower’s books and records relating to Pool Receivables; provided that the Borrower shall only be required to reimburse any Person for reasonable and documented costs and expenses; and provided further that notwithstanding the foregoing, unless an Unmatured Initial Servicer Default, Initial Servicer Default, Unmatured Event of Default or Event of Default shall have occurred and be continuing at the time any such audit/inspection is prohibited requested, the Initial Servicer and Borrower shall not have any obligation to reimburse any Person other than with respect to a single joint audit/inspection of both of them during any calendar year (in addition to the Specified Audit), and the aggregate amount reimbursable by applicable Requirements of Lawthe Borrower and the Initial Servicer with respect to such annual audit/inspection shall not exceed $50,000 (including any amounts for audits pursuant to Section 7.04(c), (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) but excluding any amounts in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06Specified Audit).
Appears in 2 contracts
Samples: Loan and Security Agreement (Sinclair Broadcast Group Inc), Loan and Security Agreement (Sinclair Broadcast Group Inc)
Inspections. The Borrower will(i) From time to time, upon reasonable prior notice and will cause each of its Restricted Subsidiaries toduring regular business hours, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedeach Lender, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (Back-up Servicer or any of its their respective agents, regulators or representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information including certified public accountants or other matter (i) that constitutes non-financial trade secrets auditors or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure consultants acceptable to the Administrative Agent or any Lender such Lender, as applicable (at the sole cost and expense of the Initial Servicer), (A) to examine and make copies of and obtain abstracts from all Records in the possession or under the control of the Initial Servicer or its Affiliates or agents (subject to Section 8.09 and the Back-up Servicing Agreement), and (B) to visit the offices and properties of the Initial Servicer or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Pool Receivables, the Initial Servicer’s performance hereunder or the Initial Servicer’s financial condition and results of operations with any of their respective representatives the officers or contractorsemployees of the Initial Servicer or its Affiliates having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time on request of the Administrative Agent or such Lender with reasonable notice and during reasonable business hours, permit certified public accountants or other consultants or auditors acceptable to Administrative Agent or such Lender to conduct, at Initial Servicer’s expense, a review of Initial Servicer’s books and records relating to Pool Receivables; provided that the Initial Servicer shall only be required to reimburse any Person for reasonable and documented costs and expenses; and provided, further that notwithstanding the foregoing, unless an Unmatured Initial Servicer Default, Initial Servicer Default, Unmatured Event of Default or Event of Default shall have occurred and be continuing at the time any such audit/inspection is prohibited requested, the Initial Servicer and Borrower shall not have any obligation to reimburse any Person other than with respect to a single joint audit/inspection of both of them during any calendar year, and the aggregate amount reimbursable by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or and the Initial Servicer with respect to such annual audit/inspection shall not exceed $50,000,00 (including any Restricted Subsidiary owes confidentiality obligations amounts for audits pursuant to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.067.01(c)).
Appears in 2 contracts
Samples: Loan and Security Agreement (Sinclair Broadcast Group Inc), Loan and Security Agreement (Sinclair Broadcast Group Inc)
Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 2 contracts
Samples: First Amendment Agreement (PQ Group Holdings Inc.), Trademark Security Agreement (PQ Group Holdings Inc.)
Inspections. The Borrower Borrowers will, and will cause each of its their Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Borrowers and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that each of the Borrower Borrowers (or any of its their subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 2 contracts
Samples: Credit Agreement (SB/RH Holdings, LLC), Credit Agreement (SB/RH Holdings, LLC)
Inspections. The Borrower Parent will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Parent and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Parent (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesParent; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Parent at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower Parent nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Parent and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Parent or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Parent shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Bausch Health Companies Inc.), Restatement Agreement (Valeant Pharmaceuticals International, Inc.)
Inspections. The Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), the Borrower will provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.
Appears in 2 contracts
Samples: Term Loan Agreement (Daseke, Inc.), Term Loan Agreement (Daseke, Inc.)
Inspections. The Borrower will(a) Subject to the terms hereof, Buyer shall have the right during the Inspection Period (unless this Agreement is terminated earlier as provided herein), to enter upon the Property at all reasonable times and from time to time for any purpose contemplated by the terms and conditions hereof; provided, however, that any entry shall be at the sole cost, expense and risk of Buyer, and will cause each that, except for the mere discovery of existing defects or conditions affecting the Property, Buyer hereby indemnifies and agrees to hold Seller harmless from and against any and all loss, cost or expense (including attorneys’ fees and expenses) resulting, directly or indirectly, from any entry by Xxxxx, or any employee, agent, principal or independent contractor of Buyer, upon the Property; provided, however, that the foregoing indemnity shall not extend to (i) protect Seller from any pre-existing liabilities for matters merely discovered by Buyer (i.e., latent environmental contamination) or (ii) any liens, claims, causes of action, damages, liabilities or expenses that are attributable to the action or inaction of Seller or its Restricted Subsidiaries toagents or employees. SUCH INDEMNIFICATION WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE BENEFIT OF SELLER, permit EVEN IF THE APPLICABLE CLAIM AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT, PREMISES LIABILITY, OR STRICT LIABILITY IS IMPOSED UPON OR ALLEGED AGAINST SELLER. Buyer shall notify Seller not less than two (2) business days in advance of any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordssuch proposed entry, and Seller may (to discuss its the extent it timely makes personnel available) be present during any such entry by Buyer. Further, Buyer agrees to (i) satisfy any and their respective affairsall mechanic’s liens which may be filed or threatened against the Property as a result of such entry by Buyer, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) mayemployees, if it so choosesagents, be present at principals or participate in any such discussion)independent contractors, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only onto the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06Property, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at if this transaction does not close, repair any damage to the expense of the Borrower and Property caused by Buyer, or its Restricted Subsidiariesemployees, (c) when an Event of Default existsagents, the Administrative Agent (or any of its representatives principals or independent contractors) may do any of , and restore the foregoing Property to substantially the same condition existing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations immediately prior to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)damage.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Inspections. The Borrower will, and will cause each of its the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its the Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that representatives of the Borrower (or any of its subsidiariesSubsidiaries) may, if it the Borrower so chooses, be present at or participate in any such discussiondiscussions), all upon reasonable notice and at reasonable times during normal business hourshours selected by the Borrower; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year and (ii) with only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower’s expense); provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) without limitation; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its customers and/or or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were to the extent not entered into created in contemplation of the requirements of such Person’s obligations in this Section 5.06).
Appears in 2 contracts
Samples: Credit Agreement (Victory Capital Holdings, Inc.), Credit Agreement (Victory Capital Holdings, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Hayward Holdings, Inc.), First Lien Credit Agreement (Hayward Holdings, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsexists and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 2 contracts
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (Dragoneer Growth Opportunities Corp.)
Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Parent Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Parent Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Parent Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Ecovyst Inc.), Security Agreement (PQ Group Holdings Inc.)
Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the each Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Parent Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the no Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the each Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 2 contracts
Samples: Credit Agreement (Certara, Inc.), Intercreditor Agreement (Certara, Inc.)
Inspections. The Borrower Company will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Company and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Company (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.065.05, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesCompany; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower Company nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Company and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Company or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.065.05); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Company shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Victoria's Secret & Co.), Credit Agreement (Victoria's Secret & Co.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiariesSubsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries Subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Leslie's, Inc.), Term Loan Credit Agreement (Leslie's, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 2 contracts
Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)
Inspections. (a) The Borrower Seller and each Servicer Party will, and will cause each of its Restricted Subsidiaries toat their respective expenses, during regular business hours as requested by the Agent, upon reasonable prior notice to the Seller or such Servicer Party, permit any authorized representative designated by the Administrative Agent or its agents or representatives (including independent public accountants, which may be the Seller's or such Servicer Party's independent public accountants), (i) to conduct annual audits of the Receivables, the Related Security and the related books and records and collections systems of such Servicer Party or the Seller, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Seller or such Servicer Party relating to Pool Receivables and the Related Security, including, without limitation, the Contracts, and (iii) to visit the offices and inspect any of the properties of the Borrower and any Parent, such Servicer Party or the Seller for the purpose of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsexamining such materials described in clause (ii) above, and to discuss its matters relating to Pool Receivables and their respective affairs, finances and accounts the Related Security or the Seller's or such Servicer Party's performance under the Transaction Documents or under the Contracts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of the officers or employees of such Servicer Party or the Seller having knowledge of such matters; provided, however, that, prior to occurrence of a Termination Event or Event of Default, the Agent shall not exercise its subsidiariesrights in clauses (i) may, if it so chooses, be present through (iii) of this sentence more than once per each calendar quarter. The Agent or its agents or representatives shall at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf expense of the Lenders Seller or the Servicer and as frequently as the Agent may exercise desire, has the rights of the Administrative Agent and the Lenders right under this Section 5.06, (b) except as expressly set forth in clause (c) below Agreement after the occurrence and during the continuance of a Termination Event, or an Event of Default, (i) upon reasonable prior notice to the Administrative Agent shall not exercise Seller or either Servicer Party, to examine and audit, during business hours or at such rights more often than one time during other times as might be reasonable under applicable circumstances, any calendar year and all of the books, records, or other information of such Servicer Party or the Seller, or held by another for such Servicer Party or the Seller or on its behalf, concerning this Agreement and to conduct any other activities described in clauses (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject above. The Agent shall make commercially reasonable efforts to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which schedule the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (audits, examinations and visits provided such confidentiality obligations were not entered into in contemplation of the requirements of for under this Section 5.06)9.19(a) so that they occur, to the degree reasonably feasible, concurrently with similar audits, examinations and visits to be conducted by HomePride in connection with the Global Servicing Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Champion Enterprises Inc), Receivables Purchase Agreement (Champion Enterprises Inc)
Inspections. The Borrower Parent will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Parent and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Parent (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesParent; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Parent at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower Parent nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Parent and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Parent or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, Parent shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.
Appears in 2 contracts
Samples: Credit Agreement (Reynolds Consumer Products Inc.), Credit Agreement (Reynolds Consumer Products Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice notice, reasonable coordination in and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, and (by) except as expressly set forth provided in clause (c) the proviso below during in connection with the occurrence and continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default existshas occurred and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower in accordance with Section 9.03(a) at any time during normal business hours and upon reasonable advance notice and (d) notice; provided that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts excerpts from, or discuss any discussion of, any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or any of their respective representatives or contractors)) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in with respect of to which the Borrower or any Restricted Subsidiary Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s obligations under this Section 5.06) to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)party.
Appears in 2 contracts
Samples: Assignment and Assumption (PSAV, Inc.), Credit Agreement (PSAV, Inc.)
Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Parent Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Parent Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 1 contract
Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of 155 the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the a Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Parent Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.
Appears in 1 contract
Samples: Lease I Agreement (Bowlero Corp.)
Inspections. The Lead Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Borrowers and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Borrowers (or any of its their subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the reasonable expense of the Borrowers, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only such one such time per calendar year shall be at the expense of the Borrower Borrowers and its their Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Lead Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter which (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, fiduciary duty or Contractual Obligation (not created in contemplation thereof) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product work-product; provided that the Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent that information is not disclosed or provided pursuant to this clause (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06d)(iii).
Appears in 1 contract
Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Parent Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Parent Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with 127 respect to this clause (provided iv), the Parent Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative #94513555v35 designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Inspections. The Borrower Holdings will, and Holdings will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and Holdings or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or Holdings(or any of its subsidiariesSubsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, Section 5.7 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesHoldings; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Holdings and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06Section 5.7); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), Holdings will provide notice to Agent that such information is being withheld and Holdings shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.
Appears in 1 contract
Inspections. The Borrower Borrowers will, and will cause each of its their Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Borrowers and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that each of the Borrower Borrowers (or any of its their subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client attorneyclient or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 1 contract
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by representatives of the Administrative Agent and each Lender: (a) if no Default or Event of Default has occurred and is then continuing, at the expense of the Administrative Agent or such Lender, as the case may be, and upon reasonable prior notice to the Borrower, to visit the principal executive office of the Borrower, to discuss the affairs, finances, prospects and accounts of the Borrower and its Subsidiaries with the officers of the Borrower and its Subsidiaries and (with the consent of the Borrower, which consent shall not be unreasonably withheld and in the presence of one or more officers of the Borrower) with the Borrower's independent certified public accountants and (with the consent of the Borrower, which consent shall not be unreasonably withheld) to visit the other offices and properties of the Borrower and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) if any Default or Event of Default has occurred and is then continuing, at the expense of the Borrower, to visit and inspect any of the offices or properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedSubsidiary, to inspect, copy and take extracts from its and examine all of their respective financial and accounting books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its and their respective affairs, finances finances, prospects and accounts with its and their Responsible Officers respective officers and independent certified public accountants (provided that and by this provision the Borrower (or any of its subsidiaries) mayauthorizes said accountants to discuss the affairs, if it so choosesfinances, be present at or participate in any such discussion), all upon reasonable notice prospects and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense accounts of the Borrower and its Restricted Subsidiaries), (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) all at such times and as often as may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)requested.
Appears in 1 contract
Inspections. The Twice per calendar year (or during the continuance of any Event of Default or Servicer Default, as frequently as requested by the Administrative Agent), at the expense of the Borrower will(such expense not to exceed $[*****] per annum absent an Event of Default or Servicer Default), the Administrative Agent (or its designee) may, and will cause each of its Restricted Subsidiaries is hereby authorized to, permit any authorized representative designated by upon reasonable notice and during regular business hours (i) hire an accounting firm reasonably satisfactory to the Administrative Agent to complete up to two audits of the Borrower, Seller, or Servicer per year (or during the continuance of any Event of Default or Servicer Default, as frequently as reasonably requested by the Administrative Agent) under a scope of work reasonably agreed to by the Borrower, Seller or Servicer, as applicable, (ii) examine via WebEx or other similar online platform or at the offices of the Borrower, Seller, or Servicer (at any location where it keeps records with respect to the Borrower) all books, records and documents (including computer tapes and disks), and (iii) visit the offices and inspect properties of the Borrower, the Seller, and/or Servicer to engage in discussions with any of the properties officers, employees or independent public accountants of any of them having knowledge within the scope of such inspection, in the case of either clause (i), clause (ii) or clause (iii), for the purpose of examining such materials, to discuss matters relating to the Purchased Participations and the related Receivables, the performance of (or ability or inability to perform under) any Transaction Document by the Borrower, Seller, or Servicer, to test, among other items, accuracy of reporting, cash management, asset representation and collateral management for the Borrower and the business of any of its Restricted Subsidiaries at which the principal financial records and executive officers foregoing. For avoidance of doubt, except to the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only extent necessary for the Administrative Agent on behalf to enforce rights against the Collateral after an Event of Default (including, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, Seller and/or Servicer to disclose to any Agent or any other Person: (A) any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the Lenders may exercise attorney-client privilege in connection with active litigation to the rights detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent or its representative could, pursuant to the terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and the Lenders under this Section 5.06such Agent or its representative agrees to such terms, (b) except as expressly set forth in clause (c) below provided, that during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower shall, and its Restricted Subsidiariesshall cause the Seller and Servicer to, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon take all commercially reasonable advance notice and (d) notwithstanding anything actions to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any Lender records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as reasonably determined by counsel to the Borrower (which may be in-house counsel), Seller or any of their respective representatives or contractors) Servicer, as applicable, is prohibited by applicable Requirements law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of Lawan Event of Default, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall, and shall cause the Seller and Servicer, to any third party (provided take all good faith actions to provide such confidentiality obligations were disclosure in a manner that will not entered into in contemplation of the requirements of this Section 5.06)violate applicable law.
Appears in 1 contract
Inspections. The Borrower willFrom the date hereof to the Closing Date, and will cause each of its Restricted Subsidiaries to, Seller shall permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Purchaser and any of its Restricted Subsidiaries at which officers, employees, agents, attorneys, accountants, architects, engineers and consultants as designated by Purchaser (collectively, “Purchaser’s Representatives”) access to Seller’s books and records relating to the principal financial records ownership and executive officers operation of the applicable Person are locatedLand and Building and access to and entry upon the Land and Building, to examine, inspect, copy measure and take extracts from its test the Land and their respective financial and accounting recordsBuilding (herein collectively, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion“Inspections”), all for the purpose of performing its due diligence investigations described in Section 13.1 below. Prior to conducting any Inspections, Purchaser shall obtain authorization of Seller or its managing agent. No boring, drilling or other physical intrusion into the structures or ground comprising the Property (herein, “Invasive Inspections”) shall be made without the prior written consent of Seller (which consent shall not be unreasonably withheld). Purchaser shall give not less than twenty-four (24) hours prior notice to Seller prior to any entry upon reasonable notice the Land or Building for the purpose of conducting such Inspections, and at reasonable times such entry shall be scheduled and coordinated with Seller or its managing agent. At Seller’s election, a representative of Seller or its managing agent shall be present during normal business hours; provided that (a) only any entry by any of Purchaser’s Representatives upon the Administrative Agent on behalf of Land or Building for conducting said Inspections. Access to the Lenders may exercise the rights of the Administrative Agent Land and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, Building by Purchaser’s Representatives shall be subject (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary hereinrequirements of any permits, neither the Borrower nor codes, regulations, rules, laws, statutes, other requirements of any Restricted Subsidiary shall be required to disclosegovernmental body, permit the inspection, examination agency or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersauthority having jurisdiction, (ii) in respect any easements of record, as well as the requirements of private covenants or restrictions, the existence of which disclosure Seller has specifically and expressly brought to Purchaser’s attention in writing, and (iii) rights of tenants under Leases. Purchaser’s Representatives shall work in harmony with all other contractors or workmen performing work at or around the Land or Building site. Further, Purchaser shall use reasonable efforts to insure that neither it nor any of the other Purchaser’s Representatives shall materially interfere with the ongoing operations occurring at the Building or adjacent site during the course of performing any such Inspections. Purchaser shall furnish Seller with evidence of such insurance as Seller may reasonably require Purchaser to carry against liabilities which may arise in connection with the Inspections. Purchaser shall not cause or permit any mechanic’s liens, materialmen’s liens or other liens to be filed against the Property as a result of the Inspections. The right of Purchaser or the other Purchaser’s Representatives to enter upon the Land or Building to perform the Inspections shall be limited to the Administrative Agent period from and after the Effective Date through the Closing Date. Further, such right to enter upon the Land or Building shall immediately terminate upon termination of this Agreement for any Lender reason (subject, however, to Purchaser’s Indemnity, as hereinafter described). Seller shall have the right to approve, in advance, any contractors or consultants performing any Invasive Inspections at the Land or Building, as well as the scope of any such Invasive Inspections. Seller shall not unreasonably withhold such approvals, and shall respond to any request for such approvals within a reasonable time after receipt of the request and other necessary information. Purchaser shall promptly repair and/or restore to substantially the pre-existing condition any damage to the Property caused by entry upon the Land or Building by Purchaser or the other Purchaser’s Representatives. Purchaser shall indemnify, defend and hold harmless Seller, its officers, directors, shareholders, partners, tenants, agents and employees (collectively, the “Indemnified Parties”), from and against any and all actions, losses, costs, damages, claims, liabilities, and expenses (including court costs and reasonable attorney’s fees) brought, sought or incurred by or against any of the Indemnified Parties resulting from, arising out of, or in any way relating to, entry upon the Land or Building by Purchaser or any of their respective representatives the other Purchaser’s Representatives (except to the extent that such actions, losses, costs, damages, claims, liabilities and expenses are caused by the acts, omissions or contractorsnegligence of the Indemnified Parties). The foregoing indemnification and repair/restoration obligations (herein collectively referred to as “Purchaser’s Indemnity”) is prohibited shall expressly survive the Closing or earlier termination of this Agreement for the longest period allowed by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)law.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Horizon Group Properties Inc)
Inspections. The Borrower Company will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Company and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower Company (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesCompany; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower Company nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Company and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower Company or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06).; provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Company shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter. 134 [[5470263]]
Appears in 1 contract
Inspections. (a) The BorrowersLead Borrower will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw or, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product product. or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Inspections. (a) The Lead Borrower will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Inspections. The Borrower willOnce per calendar year (or, and will cause each after the occurrence of its Restricted Subsidiaries toany Default, permit any authorized representative designated Event of Default, Servicer Default, Seller Default, or Amortization Event, as frequently as requested by the Administrative Agent to visit and inspect any Agent), at the expense of the properties of Borrower, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower Administrative Agent (or any of its subsidiariesdesignee) may, if it so choosesand is hereby authorized to, be present at or participate in any such discussion), all upon reasonable notice and during regular business hours (i) examine via WebEx or other similar online platform or at reasonable times during normal the offices of the Borrower, Seller, or Servicer (at any location where it keeps records with respect to the Borrower) all books, records and documents (including computer tapes and disks), and (ii) visit the offices and properties of the Borrower, Seller, and/or Servicer and engage in discussions with any of the officers, employees or independent public accountants of any of them having knowledge within the scope of such inspection, in the case of either clause (i) or clause (ii), for the purpose of examining such materials and to discuss matters relating to the Purchased Receivables, the performance of (or ability or inability to perform under) any Transaction Document by the Borrower, Seller, or Servicer, and the business hours; provided that of any of the foregoing. For avoidance of doubt, except to the extent necessary for the Secured Parties to enforce rights against the Collateral after an Event of Default (aincluding, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, LendingClub, or any Subsidiary thereof to disclose to any Agent or any other Person: (A) only any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the attorney- client privilege in connection with active litigation to the detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent on behalf of or its representative could, pursuant to the Lenders may exercise the rights of the Administrative terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and such Agent and the Lenders under this Section 5.06or its representative agrees to such terms, (b) except as expressly set forth in clause (c) below provided, that during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower shall, and its Restricted Subsidiariesshall cause the Seller and Servicer to, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything take all actions possible to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any Lender records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as confirmed in an opinion of counsel to the Borrower, Seller or any of their respective representatives or contractors) Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable Requirements law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of Lawan Event of Default, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall, and shall cause the Seller and Servicer, to any third party (provided take all possible actions to provide such confidentiality obligations were disclosure in a manner that will not entered into violate applicable law. If the Administrative Agent shall exercise its inspection rights hereunder and also exercises its inspection rights under the LendingClub Aggregation Facility, it shall conduct its inspection in contemplation conjunction with the inspection conducted pursuant to the LendingClub Aggregation Facility and shall use procedures that avoid duplication and repetition of inspections conducted under the requirements of this Section 5.06)LendingClub Aggregation Facility.
Appears in 1 contract
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06).; provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter. 108
Appears in 1 contract
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent registered public accountants accounting firm (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent Agent, on behalf of the Lenders Lenders, and not any Lender, may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and year; provided that the limitation in this clause (iib) only one such shall not apply at any time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existshas occurred and is continuing (it being understood that, in respect of any such exercise of rights by the Administrative Agent, the Borrower shall reimburse the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours for costs and upon reasonable advance notice and (d) expenses incurred in connection therewith in accordance with Section 9.03); provided, further, that notwithstanding anything to the contrary herein, neither none of Holdings, the Borrower nor or any Restricted Subsidiary of its Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower and any of its subsidiaries and/or any of its their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent (or any Person acting on its behalf in connection with the foregoing) or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary of its subsidiaries owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, further, that in the event that Holdings, the Borrower or any Subsidiary does not disclose, permit the inspection or examination or the making of copies of, or discuss, any document, information or other matter in reliance on this clause, Holdings and the Borrower shall use commercially reasonable efforts to communicate to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to provide, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, such information.
Appears in 1 contract
Samples: Credit Agreement (Cano Health, Inc.)
Inspections. The Borrower will, and will cause each of its the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its the Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that representatives of the Borrower (or any of its subsidiariesSubsidiaries) may, if it the Borrower so chooses, be present at or participate in any such discussiondiscussions), all upon reasonable notice and at reasonable times during normal business hourshours selected 124 by the Borrower; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year and (ii) with only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower’s expense); provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) without limitation; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its customers and/or or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were to the extent not entered into created in contemplation of the requirements of such Person’s obligations in this Section 5.06).
Appears in 1 contract
Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the such Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy 135 and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the such Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the any Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and or its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 1 contract
Samples: Credit Agreement (Indivior PLC)
Inspections. The Borrower Holdings will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent Required Lenders to visit and inspect any of the properties of the Borrower owned or leased by Holdings and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of Holdings (provided that the Borrower Holdings (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent Required Lenders shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsexists and is continuing, the Administrative Agent Required Lenders (or any of its representatives or independent contractorstheir representatives) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiA) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiB) that is subject to attorney-client or similar privilege or constitutes attorney work product or product, (ivC) in respect of which the Borrower Holdings or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06) or (D) in respect of which disclosure is not required pursuant to the proviso to Section 5.01(l).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Granite Point Mortgage Trust Inc.)
Inspections. The Borrower will, and will cause each of its the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its the Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that representatives of the Borrower (or any of its subsidiariesSubsidiaries) may, if it the Borrower so chooses, be present at or participate in any such discussiondiscussions), all upon reasonable notice and at reasonable times during normal business hourshours selected by the Borrower; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year and (ii) with only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower’s expense); provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) without limitation; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its customers and/or or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were to the extent not entered into created in contemplation of the requirements of such Person’s obligations in this Section 5.06).
Appears in 1 contract
Samples: Credit Agreement (Cowen Inc.)
Inspections. (a) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent Consent Party to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent Consent Party on behalf of the Lenders may exercise the rights of the Administrative Agent Consent Party and the Lenders under this Section Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent Consent Party shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time visit per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent Consent Party (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent Consent Party or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section Section 5.06).; provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Consent Party thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter. 143
Appears in 1 contract
Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets Trade Secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 1 contract
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default existsexists and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its 109 customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 1 contract
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent and the Lead Lender to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, records and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent registered public accountants accounting firm (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent Agent, on behalf of the Lenders Lenders, and the Lead Lender, and not any other Lender, may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent and the Lead Lender shall not exercise such rights more often than one time during any calendar year and year; provided that the limitation in this clause (iib) only one such shall not apply at any time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existshas occurred and is continuing (it being understood that, in respect of any such exercise of rights by the Administrative Agent, the Borrower shall reimburse the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice te Lead Lender for costs and (d) expenses incurred in connection therewith in accordance with Section 9.03); provided, further, that notwithstanding anything to the contrary herein, neither none of Holdings, the Borrower nor or any of its Restricted Subsidiary Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower and any of its subsidiaries and/or any of its their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent (or any Person acting on its behalf in connection with the foregoing) or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary of its subsidiaries owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, further, that in the event that Holdings, the Borrower or any Restricted Subsidiary does not disclose, permit the inspection or examination or the making of copies of, or discuss, any document, information or other matter in reliance on this clause, Holdings and the Borrower shall use commercially reasonable efforts to communicate to the Administrative Agent that such information is being withheld and shall use commercially reasonable efforts to provide, to the extent both feasible and permitted under applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, such information.
Appears in 1 contract
Samples: Credit Agreement (Cano Health, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Table of Contents Borrower, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Inspections. The Borrower willLandlord, its agents, employees, contractors and will cause each of its Restricted Subsidiaries tosubcontractors, permit any authorized representative designated by may enter the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and Premises at reasonable times during normal business hours; provided that hours to (a) only exhibit the Administrative Agent on behalf Premises to prospective purchasers or tenants of the Lenders may exercise Premises or the rights of the Administrative Agent and the Lenders under this Section 5.06, Complex; (b) except as expressly set forth in clause inspect the Premises to see that Tenant is complying with its obligations hereunder; and (c) below during the continuance of an Event of Default, make repairs or alterations (i) required of Landlord under the Administrative Agent shall not exercise such rights more often than one time during any calendar year and terms hereof; (ii) only one such time per calendar year shall be at to any adjoining space in the expense of Complex; or (iii) to any systems serving the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, Complex which run through the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice Premises; and (d) notwithstanding anything to perform any and all of Landlord's obligations under this Lease, or any other lease, where entry to such Premises is reasonably required for such performance. In addition to the contrary hereinforegoing, neither Landlord, its agents, employees, contractors and/or sub-contractors may enter the Borrower nor Premises at any Restricted Subsidiary time if an emergency requires such entry. Any such entry shall not constitute an eviction of Tenant or be deemed as disturbing Tenaxx'x xuiet enjoyment of the Premises and no abatement of rent shall result because of such entry and/or performance. Landlord shall be allowed to take all material into and upon Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part; and the Base Rental and Additional Rent reserved shall in no way abatx xxxle said decorations, repairs, alterations, improvements or additions are being made. If Tenant shall not be personally present to discloseopen and permit an entry into the Premises, permit at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agents may enter the inspection, examination or making of copies of or taking abstracts fromsame by a pass key, or discuss when for any documentreason an entry therein shall be necessary and entry by pass key is not possible, information may forcibly enter the same, without rendering Landlord or other matter such agents liable therefor (i) that constitutes non-financial trade secrets if during such entry Landlord or non-financial proprietary information such agents shall accord reasonable care to Tenant's property), and without in any manner affecting the obligations and covenants of this Lease. All entries shall, where possible, be performed at such times and in such fashion so as not to unreasonably interfere with the conduct and operation of Tenant's business. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent Premises or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Complex other than as herein provided.
Appears in 1 contract
Samples: Lease Agreement (Pivotal Corp)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 1 contract
Inspections. The Until the latest of the Facility Termination Date or the date on which no principal of or Yield on any Advance shall be outstanding or the date all other amounts owed hereunder to the Investors or the Agent are paid in full, each of the Borrower and Arcadia will, and will cause each of its Restricted Subsidiaries tofrom time to time during regular business hours as requested by the Agent, permit any authorized representative designated by the Administrative Agent and the Collateral Agent (and following the occurrence of a Facility Termination Event, the Investors) or their agents or representatives, (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Borrower or Arcadia, as the case may be, relating to Pledged Receivables and the Other Conveyed Property, (ii) to visit the offices and inspect any of the properties of the Borrower and any or Arcadia, as the case may be, for the purpose of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsexamining such materials described in clause (i) above, and to discuss its matters relating to Pledged Receivables and their respective affairsthe Other Conveyed Property or the Borrower's or Arcadia's performance under the Transaction Documents or under the Receivables with any of the officers or employees of the Borrower or Arcadia, finances as the case may be, having knowledge of such matters, and accounts with its (iii) solely in the case of the Collateral Agent, and their Responsible Officers upon the request of the Collateral Agent, conduct an audit of the Receivables, the related Other Conveyed Property and independent public accountants the related books and records and collection systems of the Servicer; PROVIDED that, unless a Facility Termination Event or Unmatured Facility Termination Event has occurred, no such audit shall require the Servicer to re-underwrite the Pledged Receivables or shall occur any more frequently than monthly. Nothing in this SECTION 11.7(a) shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this SECTION 11.7(a) as a result of such obligation shall not constitute a breach of this SECTION 11.7(a). Not less than five Business Days following the first Advance hereunder, not less than five Business Days following the first Advance made after a Take-Out Securitization has occurred, and once during each calender month following any such Advance during which Advances are outstanding, the Collateral Agent shall conduct a physical inventory (provided which may be electronic if so approved by the Agent) of the Receivables Files relating to the Pledged Receivables, in order to determine that the Borrower Custodian is in possession of a Receivable File for each Receivable listed in Schedule A to each Advance Request, and to perform a limited review of at least fifty (or any of its subsidiaries50) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise Receivable Files relating to the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, Pledged Receivables to determine that each Receivable File so reviewed includes (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year a fully executed original retail installment sales contract or promissory note and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersrelated security agreement, (ii) a certificate of insurance, application form for insurance signed by the Obligor or a signed representation letter from the Obligor named in respect the Receivable File pursuant to which the Obligor has agreed to obtain physical damage insurance of which disclosure to the Administrative Agent related Financed Vehicle, or any Lender (or any a documented verbal confirmation of their respective representatives or contractors) is prohibited by applicable Requirements of Lawthe insurance policy for the Financed Vehicle, (iii) that is subject to attorney-client an original Lien Certificate or similar privilege or constitutes attorney work product or application therefor and (iv) a credit application or a copy thereof. As evidence of the performance of each such review on each review date, the Collateral Agent or such other person shall execute and deliver to the Agent, an acknowledgment in respect the form of which Exhibit G hereto. If such review reveals, in the Agent's opinion, an unsatisfactory number of missing items the Agent in its sole discretion may require a full review of every Receivable File by the Collateral Agent or such other party acceptable to the Agent. The party performing such full review shall be entitled to reimbursement from the Borrower for any fee, costs or expenses incurred in connection therewith. In addition, at any time following the occurrence of a Facility Termination Event, the Borrower and Arcadia will permit the Agent, the Collateral Agent and the Investors or their agents or representatives to conduct periodic audits of the Receivables, the related Other Conveyed Property and the related books and records and collection systems of the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of Arcadia, as the requirements of this Section 5.06)case may be.
Appears in 1 contract
Samples: Funding and Servicing Agreement (Arcadia Financial LTD)
Inspections. (a) The Borrower Representative will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Representative and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided provided, that the Borrower Representative (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrower Representative, all upon reasonable notice and at reasonable times during normal business hours; provided provided, that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower Representative nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Representative and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client, lawyer-client or similar privilege or constitutes attorney or legal counsel work product or (iv) in respect of which Holdings, the Borrower Representative or any Restricted Subsidiary owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 1 contract
Inspections. The Borrower willAgent, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise Lenders, and its agents (including, but not limited to representatives of any inspection agent appointed by any Lender), shall have the rights of the Administrative Agent and the Lenders under this Section 5.06right, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Defaultat any time, to (i) during the Administrative Guarantors’ usual business hours, inspect the Collateral and the premises upon which any of the Collateral is located; (ii) during the Guarantors’ usual business hours, inspect, audit and make copies or extracts from any of the Guarantors’ records, computer systems, files, and books of account related to the Collateral; (iii) during the Guarantors’ usual business hours, monitor the Guarantors’ performance of their obligations with respect to this Agreement; (iv) obtain information about the Guarantors’ affairs and finances from any Person; and (v) verify, in the Agent’s name or in the name of the Guarantors, the validity, amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Each Guarantor, shall, upon the Agent’s request from time to time, instruct its vendors and its accountants to make available to the Agent and discuss with the Agent such information and records as the Agent may reasonably request. Each Guarantor authorizes the Agent, if requested by a Person other than a credit reporting agency and without request if the Person is a credit reporting agency, to provide that Person with information about the Guaranteed Obligations, Collateral and such Guarantor’s performance of this Agreement. If any Guarantor maintains or stores any data with respect to Collateral on a computer data system, any Guarantor shall not exercise upon request of the Agent provide the Lenders with (i) on-line access to such rights more often than one time during any calendar year computer data system and (ii) only one such time per calendar year shall be at deliver to the expense Lenders duplicate copies of the Borrower and its Restricted Subsidiaries, (c) when an Event requested data in machine readable form acceptable to the Lenders along with a printout or other hard copy of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower such data. If at any time during normal business hours the term of this Agreement, Agent or any of the Lenders establish on-line access to the Guarantors’ computer systems, Agent and upon each such Lender shall exercise such care as it exercises with respect to its own computer systems regarding the integrity and confidentiality of the Guarantors’ information therein, Agent and each such Lender shall restrict its access to those parts of the Guarantors’ computer systems that relate to the Collateral and Agent and each such Lender shall observe all reasonable advance notice security requirements relating to the Guarantors’ computer systems as Agent and such Lender is advised of by the Guarantors; provided, however, that such observance shall in no way prevent Agent or such Lender from accessing Guarantors’ information. Upon the written consent of the Required Lenders, each Lender and its agents (dincluding, but not limited to, representatives of any inspection agent appointed by any Lender) notwithstanding may inspect and otherwise take the same actions as Agent set forth in this Section 3.4. Notwithstanding anything set forth herein to the contrary herein, neither the Borrower nor and provided that no Pre-Default Event or Event of Default shall have occurred and be continuing hereunder or under any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Loan Documents, Agent, on behalf of the Lenders, and its subsidiaries agents shall not conduct such inspection and/or audit more than one (1) time in any Accounting Period; provided, however, that the duration and scope of its customers any such inspection and/or suppliersaudit conducted during an Accounting Period may comprise of and extend across multiple days, (ii) in respect of which disclosure to the Administrative Agent days may or any Lender (or any of their respective representatives or contractors) is prohibited may not be consecutive, all as determined by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Agent.
Appears in 1 contract
Samples: Guaranty and Security Agreement (DT Acceptance Corp)
Inspections. The Borrower will, and will cause each of its the Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its the Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, inspect and copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that representatives of the 137 48054934.2 LEGAL_US_E # 159035042.9 Borrower (or any of its subsidiariesSubsidiaries) may, if it the Borrower so chooses, be present at or participate in any such discussiondiscussions), all upon reasonable notice and at reasonable times during normal business hourshours selected by the Borrower; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time two times during any calendar year and (ii) with only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower’s expense); provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) without limitation; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or Subsidiaries or any of its customers and/or or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were to the extent not entered into created in contemplation of the requirements of such Person’s obligations in this Section 5.06).
Appears in 1 contract
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06).; provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter. 141
Appears in 1 contract
Samples: First Lien Credit Agreement (Isos Acquisition Corp.)
Inspections. The Borrower Each Credit Party will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent any Lender to visit and inspect any of the properties of the Borrower any Credit Party and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedrespective Subsidiaries, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)accountants, all upon reasonable notice and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided provided, that (a) only prior to the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent occurrence and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, such visits and inspections by the Lenders (other than the Agents) shall be limited to once per Fiscal Year. Additionally the Company and the Credit Parties shall permit any authorized representatives designated by the Collateral Agent to conduct a semi-annual audit or other examination of all books, records, Eligible Inventory, Eligible LC Inventory and Eligible Accounts of Credit Parties during each twelve-month period after the Closing Date, each such audit to be in scope and substance reasonably satisfactory to the Collateral Agent all upon reasonable notice and at such reasonable times as may reasonably be requested, or, upon the occurrence and continuance of a Default or Event of Default, at any time at the request of the Collateral Agent. Further, each Credit Party shall provide the Collateral Agent with, or allow the Collateral Agent or its representatives to perform, (y) before the Overadvance Amount is reduced to zero and/or terminated, (i) a supplemental appraisal with respect to the Administrative Agent shall not exercise such rights more often than one time during any calendar year Eligible Inventory, Eligible LC Inventory and Eligible Accounts on a quarterly basis and (ii) only one such time per calendar year shall be at the expense of the Borrower a desktop appraisal with respect thereto on a monthly basis, and its Restricted Subsidiaries(z) thereafter, (ci) when a desktop appraisal with respect thereto for three quarters each Fiscal Year and (ii) a supplemental appraisal with respect thereto for one quarter of such Fiscal Year, or in either case, upon the occurrence and continuance of a Default or an Event of Default existsDefault, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours at the request of the Collateral Agent. The Company will also deliver to the Collateral Agent, at the time of delivery of each of (y) the monthly financial statements delivered pursuant to Section 5.1(a), a reconciliation of the Eligible Accounts trial balance of the Borrowers to the Borrowers' most recent Borrowing Base CREDIT AND GUARANTY AGREEMENT EXECUTION 120 Certificate, in each case accompanied by such supporting detail and upon documentation as shall be requested by the Collateral Agent in its reasonable advance notice discretion; and (dz) notwithstanding anything the quarterly financial statements delivered pursuant to the contrary hereinSection 5.1(b), neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information a reconciliation of the Borrower Eligible Inventory and Eligible L/C Inventory by location to the most recent Borrowing Base Certificate, in each case accompanied by such supporting detail and documentation as shall be requested by the Collateral Agent in its subsidiaries and/or any of its customers and/or suppliers, reasonable discretion; and (ii) in respect an aging of which disclosure accounts payable and a reconciliation of that accounts payable aging to the Administrative monthly financial statements delivered pursuant to Section 5.1(a), in each case accompanied by such supporting detail and documentation as shall be requested by the Collateral Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).its reasonable discretion;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (International Steel Group Inc)
Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the each Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided 124 [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Parent Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Parent Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the no Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the any Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the each Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 1 contract
Samples: Credit Agreement (Certara, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).. 143
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Inspections. The Borrower willLandlord, its agents, employees, contractors and will cause each of its Restricted Subsidiaries tosubcontractors, permit any authorized representative designated by may enter the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries Premises at which the principal financial records and executive officers of the applicable Person are locatedreasonable hours, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that to Tenant (except in the case of an emergency) to (a) only exhibit the Administrative Agent on behalf Premises to prospective purchasers (with a representative of Tenant present) or tenants of the Lenders may exercise Premises or the rights Building; any such exhibiting of the Administrative Agent Premises to prospective tenants shall only be during the last twenty-four (24) months of the Term and the Lenders under this Section 5.06, with a representative of Tenant present and with not more than four (4) persons from said prospective tenant present; (b) except as expressly set forth in clause inspect the Premises to see that Tenant is complying with its obligations hereunder; and (c) below during the continuance of an Event of Default, make repairs or alterations (i) required of Landlord under the Administrative Agent shall not exercise such rights more often than one time during any calendar year and terms hereof; (ii) only one such time per calendar year shall be at to any adjoining space in the expense of Building; or (iii) to any systems serving the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, Building which run through the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice Premises; and (d) notwithstanding anything to perform any and all of Landlord's obligations under this Lease, or any other lease, where entry to such Premises is reasonably required for such performance. In addition to the contrary hereinforegoing, neither Landlord, its agents, employees, contractors and/or sub-contractors may enter the Borrower nor Premises at any Restricted Subsidiary time if an emergency requires such entry. Any such entry shall not constitute an eviction of Tenant or be deemed as disturbing Tenant's quiet enjoyment of the Premises and no abatement of rent shall result because of such entry and/or performance. Landlord shall be allowed to take all material into and upon Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part; and the Base Rent and Additional Rent reserved shall in no way abatx xxxle said decorations, repairs, alterations, improvements or additions are being made. If Tenant shall not be personally present to discloseopen and permit an entry into the Premises, permit at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agents may enter the inspection, examination or making of copies of or taking abstracts fromsame by a pass key, or discuss when for any documentreason an entry therein shall be necessary and entry by pass key is not possible, information may forcibly enter the same, without rendering Landlord or other matter such agents liable therefor (i) that constitutes non-financial trade secrets if during such entry Landlord or non-financial proprietary information such agents shall accord reasonable care to Tenant's property), and without in any manner affecting the obligations and covenants of this Lease. All entries shall, where possible, be performed at such times and in such fashion so as not to unreasonably interfere with the conduct and operation of Tenant's business. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Borrower Premises or Building other than as herein provided. If for a reason other than a violation of this Lease by Tenant, or the act, omission or negligence of Tenant, Landlord performs work within the Premises and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure such work causes interference to the Administrative Agent Tenant's business operations such that Tenant cannot reasonably operate for business at all or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation a portion of the requirements Premises, and does not operate at all or a portion of the Premises in excess of five (5) consecutive business days after the notice to Landlord, the Base Rent and Additional Rent reserved under this Section 5.06)Lease shall abatx xxx that portion of the Premises which is not useable by Tenant from the end of said period until the earlier of the date Tenant recommences to use that portion of the Premises or the date Landlord's work diminishes or stops such that Tenant can again reasonably operate for business within the Premises.
Appears in 1 contract
Inspections. (e) The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Inspections. The Borrower will(i) From time to time, upon reasonable prior notice and will cause each of its Restricted Subsidiaries toduring regular business hours, permit any authorized representative representatives designated by each Purchaser, Purchaser Agent, each LOC Issuer, the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial agents or representatives including certified public accountants or other auditors or consultants, on a coordinated basis (A) to examine and accounting recordsmake copies of and abstracts from all Records in the possession or under the control of Seller or its Affiliates or agents, and (B) to visit the offices and properties of Seller or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Pool Receivables or Seller’s performance hereunder with any of the officers or employees of Seller or its Affiliates having knowledge of such matters and their respective (ii) use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and accounts condition of the Seller, all at such reasonable times and as often as reasonably requested and in all cases under clauses (i) and (ii) above subject to applicable Law and the terms of 48 Mylan A&R Receivables Purchase Agreement applicable confidentiality agreements; provided, that solely with its respect to clauses (i)(B) and their Responsible Officers and independent public accountants (provided that the Borrower (or ii) above, neither Seller nor any of its subsidiariesofficers or agents shall be required to discuss any matters that Seller reasonably determines that the discussion of such matters (or the provision of written documents in respect thereof) maywill violate or result in the waiver of an applicable attorney-client privilege, if it so choosesbut the foregoing will not limit the Seller’s obligation to provide the Records as well as payment information with respect to each Pool Receivable to each Purchaser, Purchaser Agent, each LOC Issuer, the Agent and their respective agents or representatives; provided, that (x) any Purchaser, any Purchaser Agent, each LOC Issuer, Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants will conduct such requests for visits and inspections through the Agent and (y) unless an Event of Default has occurred that has not been waived in accordance with the terms of this Agreement, such visits, inspections and discussions shall be present at or participate in any such discussion), all upon reasonable notice limited to two per calendar year and at reasonable times during normal business hoursthe costs and expense of the Purchasers; provided further that (a) only one such visit, inspection and discussion shall be coordinated with the Administrative Agent on behalf preparation of the Lenders may exercise annual agreed upon procedures report required pursuant to Section 7.5(f) and coordinated with any visits, inspections and discussions with the rights of the Administrative Agent Servicer pursuant to Section 7.4(c) and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during after the continuance occurrence of an any Event of Default, (i) Default that has not been waived in accordance with the Administrative Agent shall not exercise terms of this Agreement all such rights more often than one time during any calendar year and (ii) only one such time per calendar year activities shall be at the sole costs and expense of the Borrower Seller and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary no limitation shall be required to discloseimposed on the number of visits, permit the inspectioninspections or discussions. Each Purchaser, examination or making of copies of or taking abstracts fromeach Purchaser Agent, or discuss any documentLOC Issuer, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Agent and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective agents or representatives including certified public accountants or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject other auditors or consultants shall provide the Seller the opportunity to attorney-client or similar privilege or constitutes attorney work product or (iv) participate in respect of which any discussions with the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Seller’s independent accountants.
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Inspections. The Borrower will, Purchaser's Inspections pursuant to Section 8.A. above ----------- shall be subject to the rights of tenants under the Leases and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit other occupants and inspect any users of the properties Property. No Inspections shall be undertaken without reasonable prior notice to Seller (which, in any event, shall be not less than two (2) business days prior to the date of such inspection). Seller shall have the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, right to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at any or participate all Inspections. Purchaser may not contact tenants directly, rather, Purchaser shall notify Seller within a reasonable time (but in any event not less than two (2) business days) prior to the date that Purchaser desires to contact any tenant so that Seller may have a representative present during such discussion)contact. Seller may also waive, all upon reasonable notice and at reasonable times during normal business hours; provided in writing, the requirement that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time it be present during any calendar year or all such tenant contacts. Except as provided in Section 11.K.(i) below, no Inspections shall involve the taking of samples or other physically invasive or intrusive procedures without the prior consent of Seller which may be withheld by Seller in its sole and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding absolute discretion. Notwithstanding anything to the contrary hereincontained in this Agreement, neither Purchaser shall indemnify and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable attorneys' fees incurred in connection therewith) arising out of or resulting from Purchaser's exercise of its rights under Section 8.A. above, this Section 11.G., Section 11.K.(i) and Section 11.J. below, it being understood that Purchaser shall not be obligated to indemnify Seller against matters arising solely out of Seller's or its agents', employees', tenants' or contractors' negligence or willful misconduct. Except upon the Borrower nor any Restricted Subsidiary written request of Seller pursuant to Section 11.K. below, Purchaser shall be required not deliver to disclose, permit the inspection, examination or making of Seller copies of or taking abstracts fromany of the studies, or discuss any documentreports, information surveys or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries information, data and/or any of its customers and/or suppliers, (ii) in respect of which disclosure documents relating to the Administrative Agent Property or any Lender (part thereof prepared by or any at the request of their respective Purchaser, its employees, agents, representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements . The provisions of this Section 5.06)11.G. shall survive the Closing and delivery of the Deed or sooner termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (First Capital Income Properties LTD Series Viii)
Inspections. The Borrower will(i) From time to time, upon reasonable prior notice and will cause each of its Restricted Subsidiaries to, during regular business hours permit any authorized representative representatives designated by the Administrative Buyer, Agent, each Purchaser Agent to visit and inspect any of the properties of the Borrower each LOC Issuer and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial agents or representatives including certified public accountants or other auditors or consultants, on a coordinated basis (A) to examine and accounting recordsmake copies of and abstracts from all Records in the possession or under the control of Originator or its Affiliates or agents, and (B) to visit the offices and properties of Originator or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Receivables originated by Originator or Originator’s performance hereunder with any of the officers or employees of Originator or its Affiliates having knowledge of such matters and their respective (ii) use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and accounts with its condition of the Originator, all at such reasonable times and as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided, that (x) any Purchaser, any Purchaser Agent, each LOC Issuer, Agent and any of their Responsible Officers and independent respective agents or representatives including certified public accountants or other auditors or consultants will conduct such requests for visits and inspections through the Agent and (provided y) unless an Event of Default has occurred that has not been waived in accordance with the Borrower (or any terms of its subsidiaries) maythis Agreement, if it so choosessuch visits, inspections and discussions shall be present at or participate in any such discussion), all upon reasonable notice limited to two per calendar year and at reasonable times during normal business hoursthe sole costs and expense of the Purchasers; provided further that (a) only one such visit, inspection and discussion shall be coordinated with the Administrative Agent on behalf preparation of the Lenders may exercise the rights annual agreed upon procedures report required pursuant to Section 7.5(f) of the Administrative Agent Receivables Purchase Agreement) and coordinated with any visits, inspections and discussions with the Lenders under this Servicer pursuant to Section 5.06, 7.4(c) of the Receivables Purchase Agreement and (b) except as expressly set forth in clause (c) below during after the continuance occurrence of an any Event of Default, (i) Default that has not been waived in accordance with the Administrative Agent shall not exercise terms of this Agreement all such rights more often than one time during any calendar year and (ii) only one such time per calendar year activities shall be at the sole cost and expense of the Borrower Originator and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary no limitation shall be required to discloseimposed on the number of visits, permit the inspectioninspections or discussions. Each Purchaser, examination or making of copies of or taking abstracts fromeach Purchaser Agent, or discuss any documentLOC Issuer, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Agent and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective agents or representatives including certified public accountants or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject other auditors or consultants shall provide the Originator the opportunity to attorney-client or similar privilege or constitutes attorney work product or (iv) participate in respect of which any discussions with the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)Originator’s independent accountants.
Appears in 1 contract
Inspections. The Holdings and the Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of Holdings, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided provided, that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided provided, that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of DefaultDefault under Section 7.01(a), (if) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear, (c) when an Event of Default under Section 7.01(a), (f) or (g) exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersPerson, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided provided, that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).. 105
Appears in 1 contract
Inspections. The Borrower Each Credit Party will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent any Agent, or any agents or representatives thereof, to visit and inspect any of the properties of the Borrower any Credit Party and any of its respective Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are locatedSubsidiaries, to (a) inspect, copy and take extracts from its and their respective financial and accounting records, and to (b) discuss its and their respective affairs, finances and accounts with its and their Responsible Officers respective officers and independent directors and (c) to communicate directly (for which communications the officers of the Parent Borrower shall be provided with an opportunity to participate) with any such Person’s certified public accountants (provided that including the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussionBorrowers’ Accountants), all upon reasonable notice and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided that (a) only all such visits and inspections shall be coordinated through the Administrative Agent on behalf of the Lenders may exercise the rights of the US Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth Parent Borrower shall pay only for costs and expenses of one such inspection or visit per calendar year in clause (c) below during the continuance absence of an Event of DefaultDefault pursuant to Section 8.1(a), (if), or (g). Each Borrower shall authorize and instruct their certified public accountants (including the Parent Borrower’s Accountants) and the Administrative Agent shall not exercise such rights more often than one time during certified public accountants of any calendar year and (ii) only one such time per calendar year shall be at other Subsidiary of Parent Borrower, if any, to disclose to the expense of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (Agents or any of its representatives or independent contractors) may do Lender any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice all financial statements and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or supplierskind, (ii) in respect of which disclosure to the Administrative as any such Agent or any Lender (reasonably requests and that such accountants may have with respect to the business, financial condition, results of operations or other affairs of Parent Borrower, the other Borrowers or any other Restricted Subsidiary of their respective representatives or contractors) is prohibited by applicable Requirements Parent Borrower (for which communications the officers of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall be provided with an opportunity to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06participate).
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (CommScope Holding Company, Inc.)
Inspections. The Borrower Borrowers will, and will cause each of its their Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower Borrowers and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that each of the Borrower Borrowers (or any of its their subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, excluding such visits and inspections during the continuation of an Event of Default, (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial nonfinancial trade secrets or non-financial nonfinancial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, law or (iii) that is subject to attorney-client attorneyclient or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 1 contract
Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time visit per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the a Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and or its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section Section 5.06).. 130
Appears in 1 contract
Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)
Inspections. The Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, Intermediate Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), the Borrower will provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.
Appears in 1 contract
Samples: Term Loan Agreement (Concrete Pumping Holdings, Inc.)
Inspections. 5.6.1. The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to -162- |US-DOCS\151264018.5|| communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Inspections. The Borrower willOnce per calendar year (or, and will cause each after the occurrence of its Restricted Subsidiaries toany Default, permit any authorized representative designated Event of Default, Servicer Default, Seller Default, or Amortization Event, as frequently as requested by the Administrative Agent to visit and inspect any Agent), at the expense of the properties of Borrower, the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower Administrative Agent (or any of its subsidiariesdesignee) may, if it so choosesand is hereby authorized to, be present at or participate in any such discussion), all upon reasonable notice and during regular business hours (i) examine via WebEx or other similar online platform or at reasonable times during normal the offices of the Borrower, Seller, or Servicer (at any location where it keeps records with respect to the Borrower) all books, records and documents (including computer tapes and disks), and (ii) visit the offices and properties of the Borrower, Seller, and/or Servicer and engage in 57 discussions with any of the officers, employees or independent public accountants of any of them having knowledge within the scope of such inspection, in the case of either clause (i) or clause (ii), for the purpose of examining such materials and to discuss matters relating to the Purchased Receivables, the performance of (or ability or inability to perform under) any Transaction Document by the Borrower, Seller, or Servicer, and the business hours; provided that of any of the foregoing. For avoidance of doubt, except to the extent necessary for the Secured Parties to enforce rights against the Collateral after an Event of Default (aincluding, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, LendingClub, or any Subsidiary thereof to disclose to any Agent or any other Person: (A) only any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the attorney-client privilege in connection with active litigation to the detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent on behalf of or its representative could, pursuant to the Lenders may exercise the rights of the Administrative terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and such Agent and the Lenders under this Section 5.06or its representative agrees to such terms, (b) except as expressly set forth in clause (c) below provided, that during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower shall, and its Restricted Subsidiariesshall cause the Seller and Servicer to, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything take all actions possible to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any Lender records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as confirmed in an opinion of counsel to the Borrower, Seller or any of their respective representatives or contractors) Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable Requirements law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of Lawan Event of Default, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations shall, and shall cause the Seller and Servicer, to any third party (provided take all possible actions to provide such confidentiality obligations were disclosure in a manner that will not entered into in contemplation of the requirements of this Section 5.06)violate applicable law.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (LendingClub Corp)
Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowerBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower BorrowerBorrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the thea Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the thea Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Parent Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable 147 Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.
Appears in 1 contract
Samples: Lease I Agreement (Bowlero Corp.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal 129590608_2#96809902v9 business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Samples: First Lien Credit Agreement (Hayward Holdings, Inc.)
Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable prior notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time visit per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the a Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and or its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section Section 5.06).
Appears in 1 contract
Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06).; provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter. 140
Appears in 1 contract
Samples: First Lien Credit Agreement (Isos Acquisition Corp.)
Inspections. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative representatives designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice notice, reasonable coordination in and at such reasonable times during normal business hourshours and as often as may reasonably be requested; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.066.06, and (by) except as expressly set forth provided in clause (c) the proviso below during in connection with the occurrence and continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiarieseach Borrower; provided, (c) further, that when an Event of Default existshas occurred and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers in accordance with Section 10.03(a) at any time during normal business hours and upon reasonable advance notice and (d) notice; provided that notwithstanding anything to the contrary herein, neither the any Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts excerpts from, or discuss any discussion of, any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or any of their respective representatives or contractors)) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in with respect of to which the Borrower or any Restricted Subsidiary Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s Obligations under this Section 6.06) to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)party.
Appears in 1 contract
Inspections. The Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06); provided, to the extent any documents, information or other matters are withheld or otherwise not made available for inspection in reliance on any of the foregoing clauses (A) through (D), 105 the Borrower will provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to obtain the relevant consents under such obligations of confidentiality to permit the provision or inspection of such documents, information or other matters.
Appears in 1 contract
Samples: Term Loan Agreement (Daseke, Inc.)
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent Consent Party to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, have one or more employees or representatives be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent Consent Party on behalf of the Lenders may exercise the rights of the Administrative Agent Consent Party and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent Consent Party shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time visit per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrower; provided, (c) further, that when an Event of Default exists, the Administrative Agent Consent Party (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent Consent Party or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Borrower shall provide notice to the Administrative Consent Party thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.
Appears in 1 contract
Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)
Inspections. The Borrower Each Obligor will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative officers and designated by representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower any such Obligor and any of its such Restricted Subsidiaries at which Subsidiary to the principal financial records extent that it is within such Obligor’s or such Restricted Subsidiary’s control to permit such inspection (and executive officers of shall use commercially reasonable efforts to cause such inspection to be permitted to the applicable Person are located, extent that it is not within such Obligor’s or such Restricted Subsidiary’s control to inspect, copy and take extracts from its and their respective financial and accounting recordspermit such inspection), and to examine the books and records of any such Obligor and any such Restricted Subsidiary and discuss its and their respective the affairs, finances and accounts with of any such Obligor and of any such Restricted Subsidiary with, and be advised as to the same by, its and their Responsible Officers officers and independent public accountants accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (provided that and subject, in the Borrower (or any case of its subsidiaries) may, if it so chooses, be present at or participate in any such discussionmeetings or advice from such independent accountants, to such accountants’ customary policies and procedures), all upon reasonable notice and at reasonable times during normal business hours; provided that, any such visits and inspections shall be arranged upon consultation with the Parent Guarantor using commercially reasonable efforts to avoid disruption to the operations; provided, further, that except for any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.067.2, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during in any calendar year and (iic) only one no such time per calendar year visit shall be at the expense of the Borrower and its Restricted SubsidiariesParent Guarantor’s expense; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice notice. The Administrative Agent and (d) notwithstanding anything to the contrary herein, neither Required Lenders shall give the Borrower nor any Parent Guarantor or the applicable Restricted Subsidiary shall be required the opportunity to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss participate in any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and discussions with its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)independent public accountants.
Appears in 1 contract
Inspections. 22. The Borrower Borrowers will, and the Lead Borrower will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the any Borrower and any of its their Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the any Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that that, (ax) only the Administrative Agent (or a representative designated by the Administrative Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (by) except as expressly set forth in clause (c) below during subject to the continuance of an Event of Defaultimmediately succeeding proviso, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) subject to the immediately succeeding proviso, only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiaries, (c) Borrowers; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower Borrowers nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Lead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party party; provided, further, that, with respect to this clause (provided iv), the Lead Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations were (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not entered into in contemplation of the requirements of this Section 5.06)violate such confidentiality obligations.
Appears in 1 contract
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersPerson, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided that such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 1 contract
Inspections. The At any reasonable time and from time to time, in each case upon reasonable notice to the Borrower willand subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, and will cause each of its Restricted Subsidiaries toregulation or governmental guidelines, permit any authorized representative designated by the Administrative Agent each Bank to visit and inspect any of the properties of the Borrower and or any of its Restricted Subsidiaries at which the principal financial records and executive officers Material Subsidiary of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsBorrower, and to examine and make copies of and abstracts from the records and books of account of the Borrower and its Material Subsidiaries and discuss its and their respective the affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesMaterial Subsidiaries with its and their officers and independent accountants (and subject, (c) when an in the case of any such meetings or advice from such independent accountants, to such accountants' customary policies and procedures); provided, however, that advance notice of any discussion with such independent public accountants shall be given to the Borrower and the Borrower shall have the opportunity to be present at any such discussion; provided, further, that the Borrower shall bear the cost and expense of only one such visit per calendar year as well as any such visits after and during the continuance of any Default or Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding Default. Notwithstanding anything to the contrary hereinin this Section 5.01(e), neither the Borrower nor any Restricted Subsidiary shall will be required to disclose, permit the inspection, examination or making of copies of or taking abstracts fromof, or discuss discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets secrets, or non-financial proprietary information information, not reasonably related to the actual or projected financial results of operation of the Borrower and its subsidiaries and/or any of its customers and/or suppliersSubsidiaries, (ii) in respect of which to the extent disclosure to the Administrative Agent or any Lender Bank (or any of their respective representatives or contractors) is prohibited by applicable Requirements any requirement of Law, law or court or regulatory order or any binding agreement not entered into for the purpose of avoiding disclosure to the Banks or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
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Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, Loan Parties shall permit any authorized representative designated by the Administrative Agent and each Lender, or any agent or representative thereof, upon reasonable notice and during normal business hours so long as no Default shall have occurred and be continuing and otherwise at any time as the Administrative Agent and any Lender may determine with or without prior notice to the Borrower, to visit and inspect any of the properties and offices of the Borrower and Loan Parties, to conduct audits of any of its Restricted Subsidiaries at which the principal financial records and executive officers or all of the applicable Person are locatedCollateral, to inspect, copy examine the books and take extracts from its records of the Loan Parties and their respective financial and accounting recordsmake copies thereof, and to discuss its and their respective the affairs, finances and accounts business of the Loan Parties with its their officers, auditors and their Responsible Officers accountants, all at such times and independent public accountants (provided that intervals as the Borrower (Administrative Agent or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hoursLender may reasonably request; provided that (ai) any such visits and inspections conducted when no Event of Default has occurred and is continuing shall be at the expense of the Administrative Agent or such Lender, as applicable (it being understood that the Lenders shall indemnify and reimburse the Administrative Agent on a pro rata basis as contemplated by Section 7.04) and (ii) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders (or a Lender to the extent such visit or inspection is coordinated through the Administrative Agent) may exercise the rights of under this Section 5.01(c) and the Administrative Agent and the Lenders under this Section 5.06Lenders, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Defaultcollectively, (i) the Administrative Agent shall not exercise such rights more often than one time two (2) times during any calendar year and (ii) only one such time per calendar year shall be at absent the expense existence of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (d) notwithstanding Default. Notwithstanding anything to the contrary hereinin this Section 5.01(c) or any other Credit Document, neither the Borrower nor any Restricted Subsidiary of its Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts fromof, or discuss discussion of, any document, information or other matter (ia) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliersinformation, (iib) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractorsrepresentatives) is prohibited by applicable Requirements any Requirement of Law, Law or any binding contractual agreement (iiiso long as such contractual agreement was not entered into to limit the information available under the provisions of the first sentence of this Section 5.01(c)) that or (c) is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06)product.
Appears in 1 contract
Samples: Credit Agreement (Netflix Inc)
Inspections. The Upon reasonable prior written notice to a Responsible Officer of the Borrower will, and will cause each of its Restricted Subsidiaries toduring regular business hours, permit any authorized representative designated by the Collateral Agent, the Back-Up Servicer and/or the Administrative Agent or any of their agents or representatives (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Borrower, the Seller, any Originator or the Servicer relating to the Collateral or the Borrower’s acquisition of Receivables, and (ii) to visit the offices and inspect any of the properties of the Borrower and Borrower, the Seller, any Originator or the Servicer, as applicable, for the purpose of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting recordsexamining such materials described in clause (i) above, and to discuss its and their respective affairsmatters relating to Receivables or the Borrower’s, finances and accounts the Seller’s, the Originators’ or the Servicer’s performance under the Transaction Documents with its and their Responsible Officers and any of the officers, directors or independent public accountants (provided that the Borrower (or of any Credit Party having knowledge of its subsidiaries) maysuch matters, if it so chooses, in each case with a Responsible Officer of Seller and such Credit Party having a reasonable opportunity to be present at or participate in any during such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of discussions. Unless an Event of Default, Servicer Termination Event or an Amortization Event has occurred and is continuing, (i) such inspections shall be limited to two (2) in total for both the Collateral Agent and Administrative Agent shall not exercise such rights more often than one time during per any calendar year and (ii) only one the Collateral Agent and/or Administrative Agent shall provide at least fifteen (15) Business Days’ prior written notice of its request for such time per calendar year an inspection. All reasonable costs and expenses related to any visit and examination pursuant to this Section 7.01(c) shall be at borne by the expense Borrower. Notwithstanding anything to the contrary in this Section 7.01(c), or in any other provision of this Agreement or any other Transaction Document, none of the Borrower and its Restricted Subsidiaries, (c) when an Event of Default existsBorrower, the Administrative Agent (Seller, any Originator, the Servicer or any Affiliate of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and will (dx) notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts fromof, or discuss discussion of, any document, information or other matter to the extent (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which such disclosure to the Administrative Agent Agent, the Collateral Agent, the Back-Up Servicer or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements any Applicable Law (including, without limitation, the Health Insurance Portability and Accountability Act of Law1996, as amended (HIPAA)), (iiiii) that is subject to attorney-client or similar privilege or constitutes protection as attorney work product with respect to any ongoing matter, litigation or investigation where the Borrower has reasonably determined that it would be harmed if such privilege or protection were lost or (iviii) in respect of which the Borrower or any Restricted Subsidiary owes such disclosure would breach a binding confidentiality obligations to any third party (provided such confidentiality obligations were not obligation reasonably entered into in contemplation good faith and owed to a Person other than the Parent or any of its Affiliates or (y) disclose any books, records or documents to the Administrative Agent, the Collateral Agent, the Back-Up Servicer or any Lender for which the disclosure thereof is prohibited by HIPAA. If any document, information or other matter is withheld from the Administrative Agent, the Collateral Agent, the Back-Up Servicer or any Lender pursuant to the preceding sentence, then, to the extent possible without violating any Applicable Law or waiving attorney-client privilege or protection as attorney work product, the Borrower shall provide a list of what items have been withheld and the basis therefor, in each case, unless (i) such document or information is (A) an engagement letter or related agreement (or any draft of any of the requirements foregoing) entered into or to be entered into by any SmileDirect Entity in connection with the acquisition by a third-party of any Equity Interests in any SmileDirect Entity or any related board resolutions, board minutes or board materials, but only to the extent specifically related thereto or (B) any commitment letter, fee letter, credit agreement, receivables purchase agreement, repurchase agreement or other financing agreement (or any draft of any of the foregoing) entered into or to be entered into by any SmileDirect Entity in anticipation of replacing this Section 5.06)Agreement and the other Transaction Documents or any related board resolutions, board minutes or board materials, but only to the extent specifically related thereto or (ii) access to the applicable document, information or other matter would constitute a conflict of interest, upon the advice of counsel, between the Administrative Agent, the Collateral Agent, the Back-Up Servicer and/or any Lender, on the one hand, and the Borrower and/or any of its Affiliates, on the other hand, with respect to matters concerning the financing transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (SmileDirectClub, Inc.)
Inspections. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Parent Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (subject to such accountants’ customary policies and procedures) (provided that the Parent Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (ax) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section Section 5.06, (b) except as expressly set forth in clause (c) below during the continuance of an Event of Default, (iy) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iiz) only one such time per calendar year shall be at the expense of the Borrower and its Restricted SubsidiariesBorrowers; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further that notwithstanding anything to the contrary herein, neither the a Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the a Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Lawlaw, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the requirements of this Section Section 5.06); provided, further, that in the event any of the circumstances described in the preceding proviso exist, the Parent Borrower shall provide notice to the Administrative Agent thereof and shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such privilege, as applicable, the applicable document, information or other matter.
Appears in 1 contract
Samples: Lease I Agreement (Bowlero Corp.)
Inspections. The Borrower Loan Parties will, and will cause each of its their Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower any Loan Party and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible 153 Officers and independent public accountants (provided that the Borrower such Loan Party (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion)) at the expense of the Borrowers, all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, 5.06 and (b) except as expressly set forth in clause (c) the proviso below during the continuance of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (ii) only one such time per calendar year shall be at the expense of the Borrower and its Restricted Subsidiariesyear; provided, (c) further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice and (d) notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower Loan Parties nor any of their Restricted Subsidiary Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower Borrowers and its their subsidiaries and/or any of its their customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iiiC) that is subject to attorney-client or similar privilege or constitutes attorney work product or (ivD) in respect of which Holdings, the Borrower Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).
Appears in 1 contract
