Common use of Reports and Rights of Inspection Clause in Contracts

Reports and Rights of Inspection. Buyer will, and will cause the Company to, keep proper books of record and account in which full and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of Buyer or the Company, in accordance with generally accepted accounting principles consistently applied (except for changes in application disclosed in the financial statements furnished to the holder hereof pursuant to this Section 4.7 and concurred in by the independent public accountants referred to in (b) hereof), and will furnish to the holder hereof: (a) As soon as available and in any event within forty-five (45) days after the end of each quarterly fiscal period of each fiscal year consolidated and consolidating balance sheets of Buyer and the Company as of the close of such period, and consolidated and consolidating statements of income and retained earnings and statements of cash flows of Buyer and the Company for the quarterly fiscal period then ending and for the portion of the fiscal year ending with such period in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of Buyer to the effect that (except for the exclusion in unaudited quarterly financial statements of certain footnote and other information normally presented with annual audited financial statements, and subject to changes resulting from year-end adjustments) such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which the accountants referred to in clause (b) hereof concur) and present fairly the financial condition of Buyer and the Company. (b) As soon as available and in any event within ninety (90) days after the close of each fiscal year of Buyer consolidated and consolidating balance sheets of Buyer and the Company as of the close of such fiscal year, and consolidated and consolidating statements of income and retained earnings and statements of cash flows of Buyer and the Company for such fiscal year, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and accompanied by an opinion thereon of a firm of independent public accountants of recognized national standing selected by Buyer to the effect that the financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial condition of Buyer and the Company and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, includes such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances. (c) Promptly upon receipt thereof, each interim or special audit made by independent accountants of the books of Buyer or the Company. (d) Promptly upon their becoming available, each financial statement, report, notice or proxy statement sent by Buyer to stockholders generally, and each report and any registration statement or prospectus filed by Buyer with Nasdaq or any securities exchange or the Securities Exchange Commission or any successor agency, and copies of any orders in any proceedings to which Buyer or the Company is a party issued by any governmental agency, federal or state, having jurisdiction over Buyer or the Company. (e) Within the periods provided in paragraphs (a) and (b) above, a certificate of an authorized financial officer of Buyer stating that such officer has reviewed the provisions of this Note and setting forth, to the best of such officer's knowledge, whether there existed as of the date of such financial statements and whether there exists on the date of the certificate or existed at any time during the period covered by such financial statements any Default or any condition which but for the passage of time or the giving of notice or both would constitute a Default and, if any such condition or event existed during such period or exists on the date of the certificate, specifying the nature and period of existence thereof and the action Buyer has taken or is taking and proposes to take with respect thereto; (f) The annual plans and operating projections Buyer and the Company furnish to CIT when and as so furnished.

Reports and Rights of Inspection. Buyer will, and will cause the Company to, each will keep proper books of record and account in which full and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of Buyer or the Company, in accordance with generally accepted accounting principles consistently applied (except for changes in application disclosed in the financial statements furnished to the holder hereof pursuant to this Section 4.7 and concurred in by the independent public accountants referred to in (b) hereof), and will furnish to the holder hereof: (a) As soon as available and in any event within forty-five (45) days after the end of each quarterly fiscal period of each fiscal year consolidated and consolidating balance sheets of Buyer and the Company as of the close of such period, and consolidated and consolidating statements of income and retained earnings and statements of cash flows of Buyer and the Company for the quarterly fiscal period then ending and for the portion of the fiscal year ending with such period in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of Buyer to the effect that (except for the exclusion in unaudited quarterly financial statements of certain footnote and other information normally presented with annual audited financial statements, and subject to changes resulting from year-end adjustments) such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which the accountants referred to in clause (b) hereof concur) and present fairly the financial condition of Buyer and the Company. (b) As soon as available and in any event within ninety (90) days after the close of each fiscal year of Buyer consolidated and consolidating balance sheets of Buyer and the Company as of the close of such fiscal year, and consolidated and consolidating statements of income and retained earnings and statements of cash flows of Buyer and the Company for such fiscal year, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and accompanied by an opinion thereon of a firm of independent public accountants of recognized national standing selected by Buyer to the effect that the financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial condition of Buyer and the Company and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, includes such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances. (c) Promptly upon receipt thereof, each interim or special audit made by independent accountants of the books of Buyer or the Company. (d) Promptly upon their becoming available, each financial statement, report, notice or proxy statement sent by Buyer to stockholders generally, and each report and any registration statement or prospectus filed by Buyer with Nasdaq or any securities exchange or the Securities Exchange Commission or any successor agency, and copies of any orders in any proceedings to which Buyer or the Company is a party issued by any governmental agency, federal or state, having jurisdiction over Buyer or the Company. (e) Within the periods provided in paragraphs (a) and (b) above, a certificate of an authorized financial officer of Buyer stating that such officer has reviewed the provisions of this Note and setting forth, to the best of such officer's knowledge, whether there existed as of the date of such financial statements and whether there exists on the date of the certificate or existed at any time during the period covered by such financial statements any Default or any condition which but for the passage of time or the giving of notice or both would constitute a Default and, if any such condition or event existed during such period or exists on the date of the certificate, specifying the nature and period of existence thereof and the action Buyer has taken or is taking and proposes to take with respect thereto; (f) The annual plans and operating projections Buyer and the Company furnish to CIT when and as so furnished.

Reports and Rights of Inspection. Buyer will, and will cause the Company to, each will keep proper books of record and account in which full and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of Buyer or the Company, in accordance with generally accepted accounting principles consistently applied (except for changes in application disclosed in the financial statements furnished to the holder hereof pursuant to this Section 4.7 and concurred in by the independent public accountants referred to in (b) hereof), and will furnish to the holder hereof: (a) As soon as available and in any event within forty-five (45) days after the end of each quarterly fiscal period of each fiscal year consolidated and consolidating balance sheets of Buyer and the Company as of the close of such period, and consolidated and consolidating statements of income and retained earnings and statements of cash flows of Buyer and the Company for the quarterly fiscal period then ending and for the portion of the fiscal year ending with such period in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of Buyer to the effect that (except for the exclusion in unaudited quarterly financial statements of certain footnote and other information normally presented with annual audited financial statements, and subject to changes resulting from year-end adjustments) such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which the accountants referred to in clause (b) hereof concur) and present fairly the financial condition of Buyer and the Company. (b) As soon as available and in any event within ninety (90) days after the close of each fiscal year of Buyer consolidated and consolidating balance sheets of Buyer and the Company as of the close of such fiscal year, and consolidated and consolidating statements of income and retained earnings and statements of cash flows of Buyer and the Company for such fiscal year, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and accompanied by an opinion thereon of a firm of independent public accountants of recognized national standing selected by Buyer to the effect that the financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial condition of Buyer and the Company and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, includes such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances. (c) Promptly upon receipt thereof, each interim or special audit made by independent accountants of the books of Buyer or the Company. (d) Promptly upon their becoming available, each financial statement, report, notice or proxy statement sent by Buyer to stockholders generally, and each report and any registration statement or prospectus filed by Buyer with Nasdaq NASDAQ or any securities exchange or the Securities Exchange Commission or any successor agency, and copies of any orders in any proceedings to which Buyer or the Company is a party issued by any governmental agency, federal or state, having jurisdiction over Buyer or the Company. (e) Within the periods provided in paragraphs (a) and (b) above, a certificate of an authorized financial officer of Buyer stating that such officer has reviewed the provisions of this Note and setting forth, to the best of such officer's knowledge, whether there existed as of the date of such financial statements and whether there exists on the date of the certificate or existed at any time during the period covered by such financial statements any Default or any condition which but for the passage of time or the giving of notice or both would constitute a Default and, if any such condition or event existed during such period or exists on the date of the certificate, specifying the nature and period of existence thereof and the action Buyer has taken or is taking and proposes to take with respect thereto; (f) The annual plans and operating projections Buyer and the Company furnish to CIT when and as so furnished.

Reports and Rights of Inspection. Buyer will, and The Company will cause the Company to, keep proper books of record and account in which full and correct entries will be made of all dealings or transactions of of, or in relation to to, the business and affairs of Buyer or the Company, Company in accordance with generally accepted accounting principles consistently applied GAAP (except for changes in application disclosed in the financial statements furnished to the holder hereof pursuant to this Section 4.7 5.13 and concurred in by the independent public accountants referred to in (bSection 5.13(b) hereof), and will furnish to the holder hereof:Trustee and each Institutional Holder of the Notes (in duplicate if so specified below or otherwise requested): (a) As soon as available and in any event within forty-five (45) 60 days after the end of each quarterly fiscal period (except the last) of each fiscal year consolidated and consolidating year, copies of: (1) an unaudited balance sheets sheet of Buyer and the Company as of the close of such quarterly fiscal period, and consolidated and consolidating statements setting forth in comparative form the figures for the fiscal year then most recently ended, (2) an unaudited statement of income and retained earnings and statements of cash flows of Buyer and the Company for the such quarterly fiscal period then ending and for the portion of the fiscal year ending with such period quarterly fiscal period, in each case setting forth in comparative form the figures for the corresponding periods of the preceding fiscal year, and (3) an unaudited statement of cash flows of the Company for the portion of the fiscal year ending with such quarterly fiscal period, setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as complete and correct by an authorized financial officer of Buyer to the effect that Company (except for the exclusion in unaudited quarterly financial statements of certain footnote and other information normally presented with annual audited financial statements, and subject to changes resulting from year-year end adjustments) such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which the accountants referred to in clause (b) hereof concur) audit and present fairly the financial condition of Buyer and the Company.adjustment); (b) As soon as available and in any event within ninety (90) 120 days after the close of each fiscal year of Buyer consolidated and consolidating the Company, copies of: (1) a balance sheets sheet of Buyer and the Company as of the close of such fiscal year, and consolidated and consolidating statements and (2) a statement of income and retained earnings and statements of cash flows of Buyer and the Company for such fiscal year, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and accompanied by an opinion a report thereon (unqualified as to scope) of a firm of independent public accountants of recognized national standing selected by Buyer the Company to the effect that the financial statements have been prepared present fairly, in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly all material respects, the financial condition position of Buyer the Company as of the end of the fiscal year being reported on and the Company results of the operations and cash flows for said year in conformity with GAAP and that the examination of such accountants in connection with such financial statements has been made conducted in accordance with generally accepted auditing standards and, accordingly, includes and included such tests of the accounting records and such other auditing procedures as were considered said accountants deemed necessary in the circumstances.; (c) Promptly upon receipt thereof, one copy of each interim or special audit made by independent accountants of the books of Buyer or the Company.Company and any management letter received from such accountants; (d1) Promptly After such date as the Company becomes a reporting company under the Securities Exchange Act of 1934, promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by Buyer the Company to stockholders generallyor Partners, and each report as the case may be, and any registration statement or prospectus filed by Buyer the Company with Nasdaq or any securities exchange or the Securities and Exchange Commission or any successor agency, and (2) whether or not the Company becomes a reporting company, copies of any orders in any proceedings to which Buyer or the Company is a party party, issued by any governmental agency, federal Federal or state, having jurisdiction over Buyer or the Company.Company which could reasonably be expected in the aggregate to have a Material Adverse Effect; (e) Promptly upon the occurrence thereof, written notice of: (1) a Reportable Event with respect to any Plan; (2) the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan (other than a termination pursuant to Section 4041(b) of ERISA); (3) the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan which could reasonably be expected to have a Material Adverse Effect; (4) a non-exempt "prohibited transaction" within the meaning of Section 406 of ERISA in connection with any Plan which is reasonably expected in the aggregate to create a material liability to the Company; (5) any material increase in the contingent liability of the Company with respect to any post-retirement welfare liability; or (6) the taking of any action by, or the threat in writing of the taking of any action by, the Internal Revenue Service, the Department of Labor or the PBGC with respect to any of the foregoing; (f) Within the periods provided in paragraphs Subsections (a) and (b) above, a certificate of an authorized financial officer of Buyer Officer's Certificate stating that such officer has officers have reviewed the provisions of this Note Indenture and (1) setting forth: (i) the information and computations (in sufficient detail) required in order to establish whether the Company was in compliance with the requirements of Sections 5.06 through 5.09 at the end of the period covered by the financial statements then being furnished, to the best of such officer's knowledge, and (ii) whether there existed as of the date of such financial statements and whether whether, to the best of such officers' knowledge, there exists on the date of the certificate or existed at any time during the period covered by such financial statements any Default or any condition which but for the passage Event of time or the giving of notice or both would constitute a Default and, if any such condition or event existed during such period or exists on the date of the certificate, specifying the nature and period of existence thereof and the action Buyer has taken or the Company is taking and proposes to take with respect thereto, and (2) that the lien of this Indenture continues to constitute a first and prior perfected security interest in the Collateral and that no recording, filing, re-recording or re-filing of this Indenture or any of the other Security Documents, including, without limitation, Uniform Commercial Code financing statements and continuation statements, is or will be necessary during the fiscal quarter next following the date of such Officer's Certificate or that if any such recording, filing, re-recording or re-filing will be necessary during such fiscal quarter, the Company has made adequate provision to complete the same and will comply with the requirements of Sections 5.15 and 5.16 hereof; (fg) The annual plans Within the period provided in paragraph (b) above, a certificate of the accountants who render an opinion with respect to such financial statements, stating that they have reviewed this Indenture and operating projections Buyer stating further whether, in making their audit, such accountants have become aware of any Default or Event of Default under any of the terms or provisions of this Indenture insofar as any such terms or provisions pertain to or involve accounting matters or determinations, and if any such condition or event then exists, specifying the nature and period of existence thereof; (h) Promptly (but in any event within 5 business days) after the occurrence thereof, written notice of: (1) the existence of any Default or Event of Default, (2) any notice from the holder of any Debt of the Company furnish with respect of any claimed default under the instrument pursuant to CIT when which such Debt shall be outstanding or (3) any material default by either the Company or any Shipper pursuant to a Material Transportation Contract; (i) Except at such times as the Company is a reporting company under Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, or has complied with the requirements for the exemption from registration under the Securities and Exchange Act of 1934, as amended, set forth in Rule 12g3-2(b) under such Act, such financial or other information as any holder of the Notes or any Person designated by such holder may reasonably determine is required to permit such holder to comply with the requirements of Rule 144A promulgated under the Act in connection with the resale by it of the Notes, in any such case promptly after the same is requested; (j) Promptly after any Responsible Officer becomes aware of the existence thereof (and in any event within ten business days thereafter): (1) the institution of any litigation or any governmental proceeding which if adversely determined could reasonably be expected to have a Material Adverse Effect, (2) the occurrence of any change in the business, results of operations, financial condition or properties of the Company and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect, and (3) any Casualty Occurrence; (k) Promptly after any Responsible Officer becomes aware of the existence thereof (and in any event within twenty business days thereafter), copies of any final order of the FERC and promptly after any Responsible Officer becomes aware of the existence thereof (and in any event as soon as reasonable practicable thereafter), copies of any proposed order of the FERC which, in any such case may require the Company to implement a rate design which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in each case accompanied by a written statement of a Responsible Officer specifying in reasonable detail the effect such order would have on the Debt Service Coverage Ratio for the then current year and for each of the Remaining Years; and (l) With reasonable promptness, such other data and information as the Trustee or any such Note holder may reasonably request. Without limiting the foregoing, the Company will permit the Trustee and each Noteholder (or such Persons as either the Trustee or any such holder may designate), to visit and inspect, during normal business hours, subject to such reasonable conditions as the Company may impose and under the Company's guidance, any of the properties of the Company, to examine all of its books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its respective officers, employees, and independent public accountants (and by this provision the Company authorizes said accountants to discuss with the Trustee and each Noteholder the finances and affairs of the Company) all at such reasonable times and as so furnishedoften as may be reasonably requested. Except after the occurrence of a Default or Event of Default, the Company shall not be required to pay or reimburse the Trustee or any such holder for expenses which the Trustee or any such holder may incur in connection with such visitation or inspection.

Reports and Rights of Inspection. Buyer will, and will cause the Company to, each will keep proper books of record and account in which full and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of Buyer or the Company, in accordance with generally accepted accounting principles consistently applied (except for changes in application disclosed in the financial statements furnished to the holder hereof pursuant to this Section 4.7 and concurred in by the independent public accountants referred to in (b) hereof), and will furnish to the holder hereof: (a) As soon as available and in any event within forty-five (45) days after the end of each quarterly fiscal period of each fiscal year consolidated and consolidating balance sheets of Buyer and the Company as of the close of such period, and consolidated and consolidating statements of income and retained earnings and statements of cash flows of Buyer and the Company for the quarterly fiscal period then ending and for the portion of the fiscal year ending with such period in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of Buyer to the effect that (except for the exclusion in unaudited quarterly financial statements of certain footnote and other information normally presented with annual audited financial statements, and subject to changes resulting from year-end adjustments) such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which the accountants referred to in clause (b) hereof concur) and present fairly the financial condition of Buyer and the Company. (b) As soon as available and in any event within ninety (90) days after the close of each fiscal year of Buyer consolidated and consolidating balance sheets of Buyer and the Company as of the close of such fiscal year, and consolidated and consolidating statements of income and retained earnings and statements of cash flows of Buyer and the Company for such fiscal year, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and accompanied by an opinion thereon of a firm of independent public accountants of recognized national standing selected by Buyer to the effect that the financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial condition of Buyer and the Company and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, includes such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances. (c) Promptly upon receipt thereof, each interim or special audit made by independent accountants of the books of Buyer or the Company. (d) Promptly upon their becoming available, each financial statement, report, notice or proxy statement sent by Buyer to stockholders generally, and each report and any registration statement or prospectus filed by Buyer with Nasdaq or any securities exchange or the Securities Exchange Commission or any successor agency, and copies of any orders in any proceedings to which Buyer or the Company is a party issued by any governmental agency, federal or state, having jurisdiction over Buyer or the Company. (e) Within the periods provided in paragraphs (a) and (b) above, a certificate of an authorized financial officer of Buyer stating that such officer has reviewed the provisions of this Note and setting forth, to the best of such officer's knowledge, whether there existed as of the date of such financial statements and whether there exists on the date of the certificate or existed at any time during the period covered by such financial statements any Default or any condition which but for the passage of time or the giving of notice or both would constitute a Default and, if any such condition or event existed during such period or exists on the date of the certificate, specifying the nature and period of existence thereof and the action Buyer has taken or is taking and proposes to take with respect thereto; (f) The annual plans and operating projections Buyer and the Company furnish to CIT when and as so furnished.