Reports; Other Information. Each of AFS SenSub and the Company shall keep or cause to be kept in reasonable detail books and records of account of their respective assets and business. Each of AFS SenSub and the Company shall furnish or caused to be furnished to Financial Security:
(i) Promptly upon receipt thereof, copies of all reports, statements, certifications, schedules, or other similar items delivered to or by the Company or AFS SenSub pursuant to the terms of the Transaction Documents and, promptly upon request, such other data as Financial Security may reasonably request; provided, however, that neither the Company nor AFS SenSub shall be required to deliver any such items if provision by some other party to Financial Security is required under the Transaction Documents unless such other party wrongfully fails to deliver such item. The Company and AFS SenSub shall, upon the request of Financial Security, permit Financial Security or its authorized agents (A) to inspect its books and records as they may relate to the Securities, the Receivables, the Certificate, the obligations of AFS SenSub and the Company under the Transaction Documents, the Transaction and, but only following the occurrence of a Special Event, AFS SenSub’s business; (B) to discuss the affairs, finances and accounts of AFS SenSub and the Company with an officer of each upon Financial Security’s reasonable request; and (C) upon the occurrence of a Special Event, to discuss the affairs, finances and accounts of AFS SenSub and the Company with its independent accountants, provided that an officer of such Person shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of such Person. The fees and expenses of Financial Security or any such authorized agents shall be for the account of AmeriCredit.
(ii) The Company shall provide or cause to be provided to Financial Security an executed original copy of each document executed in connection with the transaction within 30 days after the date of closing.
Reports; Other Information. (a) Deliver to the Administrative Agent, for the benefit of each Group Agent and each Lender, promptly after the receipt or delivery thereof copies of any notices of material default pursuant to a Project Document provided to or issued by any Investor party to a Project Document.
(b) Deliver to the Administrative Agent, for the benefit of each Group Agent and each Lender, copies of any material documents and reports related to the Funded Systems furnished to the Borrower or a Funded Subsidiary by a Governmental Authority or by any counterparty to a Project Document (other than reports already delivered pursuant to Section 5.3(a)), or furnished by the Borrower to such Governmental Authority or such counterparty.
(c) Deliver to the Administrative Agent, for the benefit of each Group Agent and each Lender, promptly after receipt thereof a copy of any “management letter” received by the Borrower or any Funded Subsidiary from its independent accounts and management’s response thereto.
(d) Deliver to the Administrative Agent, for the benefit of each Group Agent and each Lender, no later than three (3) Business Days after delivery to the applicable Investor, any True-Up Reports and models in connection therewith (however such models may be defined under any LLC Agreement or other Project Document) delivered to an Investor in a Subject Fund.
(e) Deliver to the Administrative Agent, for the benefit of each Group Agent and each Lender, no later than one hundred twenty (120) days after the close of each applicable fiscal year, copies of the Certification Pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 as it relates to the audited financial statements of SolarCity (if such certifications are not otherwise publicly available).
(f) Upon the written request of the Administrative Agent, perform a credit assessment on any Non-Investment Grade Commercial Host Customer or Shadow Rated Commercial Host Customer for a Commercial System exceeding 5 mW in nameplate capacity and deliver the results thereof to the Administrative Agent. Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(g) [Reserved].
(h) Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any Funded Subsidiary, including any information requested with resp...
Reports; Other Information. Without in any way limiting Seller’s other reporting, notification, and other similar obligations under this Agreement, during the Warranty Period, Seller shall furnish to Buyer the following reports, notices, and other information regarding the Bloom Systems:
(a) Promptly upon Seller’s knowledge of the occurrence of any damage to any Facility or Site, notice of such damage in reasonable detail; and
(b) Any information Buyer may reasonably request in connection with any claim filed by Buyer under any insurance maintained with respect to the Facilities, and any information such insurance providers may reasonably request in connection with such claim.
Reports; Other Information. Except, in the case of clause (i), (iii) and (v), to the extent prohibited by Applicable Law, the Borrower will furnish to the Administrative Agent for delivery to each Lender:
(i) promptly after receipt thereof, copies of any material documents and reports related to the Tax Equity Funds or the Wholly-Owned Subsidiaries furnished to the Borrower or a Managing Member by a Governmental Authority or by any counterparty to a Material Project Document, or furnished by the Borrower to such Governmental Authority or such counterparty;
(ii) promptly after receipt thereof, a copy of any “management letter” received by the Borrower, any Managing Member or in respect of any Tax Equity Fund from its independent accounts and management’s response thereto;
(iii) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Transaction Party or Tax Equity Opco, or compliance with the terms of any Transaction Document or Material Project Document, as the Administrative Agent or any Lender may reasonably request through the Administrative Agent;
(iv) no later than five (5) Business Days after (A) the date forty-five (45) days after the end of each calendar quarter and (B) the end of each calendar quarter, Sponsor’s current form Customer Agreements;
(v) (A) at least once per calendar year but no less than once every fifteen months, an Independent Engineering Report in a substantially similar form, and regarding substantially similar substance, as the Independent Engineering Report provided to the Administrative Agent in accordance with Section 3.1(P), and (B) promptly, to the extent a Transaction Party or Tax Equity Opco has obtained an additional Independent Engineering Report, such report; [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
(vi) as promptly as practicable (but in no event later than 10 Business Days following receipt or delivery thereof), copies of all material notices, documents or reports received or sent by the Borrower, any other Relevant Party, the Sponsor or any Affiliate thereof pursuant to any Project Document, which shall include any project purchase and sale confirmation notice, bill of sale and notices, documents or reports in relation to (A) any call, withdrawal or put option, (B) the achievement of any flip or cash reversion dates under any applicabl...
Reports; Other Information. (a) Deliver to the Lenders copies of any material documents and reports furnished to the Borrower by a Governmental Authority or by any counterparty to a Project Document (other than reports already delivered pursuant to Section 5.3(a)), or furnished by the Borrower to such Governmental Authority or such counterparty.
(b) Deliver to the Lenders (with a copy to the Administrative Agent) promptly after receipt thereof a copy of any “management letter” received by the Borrower from its independent accounts and management’s response thereto.
(c) Promptly, from time to time, deliver such other information regarding the operations, business affairs and financial condition of the Borrower or any other Loan Party, or compliance with the terms of any Operative Document, as any Lender may reasonably request.
(d) Delivery to the Administrative Agent of a Scheduled Payment Date report which shall, among other things, detail any Mandatory Payment payable on such Scheduled Payment Date, other payments under the Revenue Account waterfall and the applicable Cash Flow Coverage Ratio, together with reasonable supporting calculations as applicable.
Reports; Other Information. (a) The Company shall deliver to the Administrative Agent within thirty (30) days after the end of each fiscal quarter (commencing with the first fiscal quarter ending after the Closing Date) a report which sets forth (i) the aggregate proceeds received in respect of the sale, lease or other disposition of Capacity since the end of the previous fiscal quarter, (ii) the aggregate amount of Capacity Commitments owing, but not yet paid, as at the end of such fiscal quarter and the date such Capacity Commitments become (or became) due, (iii) a list of the Capacity Purchasers who have purchased or leased Capacity and the aggregate dollar value of Capacity acquired by each such Capacity Purchaser during such fiscal quarter, (iv) the aggregate STM-1s disposed of during such fiscal quarter, (v) any termination of commitments for the sale, lease or other disposition of Capacity during such fiscal quarter, (vi) the aggregate amount of Capacity disposed of for non-cash consideration during such fiscal quarter, and (vii) any and all rebates or other returns of cash to Capacity Purchasers during such fiscal quarter.
(b) The Company shall deliver to the Administrative Agent, with a copy for each Lender, within twenty (20) days after the end of each fiscal quarter falling after the fiscal quarter in which the Conversion Date occurs, a certificate of a Responsible Officer of the Company setting forth reasonably detailed calculations of the Cumulative Capacity Sales Revenue, Interest Coverage Ratio and Present Value Coverage Ratio, in each case calculated as of the end of such fiscal quarter in accordance with Sections 6.28, 6.29 and 6.30, and if such calculations demonstrate that a Designated Event shall have occurred and be continuing, a certification thereof.
(c) Within three Business Days prior to each Principal Payment Date, the Company shall deliver to the Administrative Agent a certificate setting forth the Required Balance with respect to the Debt Reserve Account, the Maintenance Reserve Account and the Capacity Upgrades Reserve Account, as of such Principal Payment Date.
(d) The Company shall deliver to the Administrative Agent each new Pricing Schedule effective upon its adoption.
(e) The Company shall deliver to the Administrative Agent each Certificate of Provisional Acceptance, or Certificate of Commercial Acceptance each of which shall be duly endorsed by the Company and the Independent Engineer within five (5) Business Days of the date of the applicable Acce...
Reports; Other Information. If, notwithstanding the terms of the Kirin Consent and Direction, any Report required by this Agreement to be delivered to the Purchaser is delivered to, or otherwise received by or on behalf of the Vendor, the Vendor shall promptly, and in any event no later than three (3) Business Days following the receipt thereof by or on behalf of the Vendor, deliver such Report to the Purchaser in accordance with Section 9.3 (without the necessity of delivering a copy to the Purchaser's counsel) by overnight courier service. The Vendor shall provide to the Purchaser, as promptly as practicable, but in any event within five (5) Business Days of receipt by the Vendor: (i) copies of any notice, report or other written communication with, from or on behalf of Kirin or any other Person directly relating to the Kirin License Agreement, the Xxxxxxx Agreements, the SB Agreement, the Kirin Consent and Direction or the Assigned Rights, in each case to the extent the foregoing could, individually or in the aggregate, reasonably be expected to result in an adverse effect to the Assigned Rights; (ii) copies of any notice, report or other written communication with, from or on behalf of Kirin or any other Person relating to any of the Licensed Technology, any sublicense agreement with any Sublicensee or Affiliate, any Product, the total amounts invoiced in respect of the Net Sales of the Products sold by Kirin, its Affiliates or Sublicensees, the Royalties or any other matters reasonably related thereto, in each case, to the extent the foregoing relates to any Assigned Rights or would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (iii) notice (in writing in reasonable detail) of any oral communication with, from or on behalf of Kirin which would reasonably be understood to be a material development with respect to any of the Assigned Rights or the Products; and (iv) notice of any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting the Kirin License Agreement, any sublicense agreement with any Sublicensee or Affiliate, the Xxxxxxx Agreements, the SB Agreement, any Product, the total amounts invoiced in respect of the Net Sales of the Products sold by Kirin, its Affiliates or Sublicensees, the Royalties or any other matters reasonably related thereto to the extent the foregoing relates to any Assigned Right or would reasonably be ex...
Reports; Other Information. Without in any way limiting Seller’s other reporting, notification, and other similar obligations under this Agreement, during the Warranty Period, Seller shall furnish to Buyer the following reports, notices, and other information regarding the Systems:
(a) In the event that Seller proposes to replace any System with any replacement System of a model other than the model of the Bloom System that Seller proposes to replace (the “Original Model”), Seller shall notify Buyer of such intent prior to effecting such replacement, and Buyer shall have the right to consent to such replacement or to request that Seller effect such replacement with the Original Model; provided, however, that (i) Buyer’s consent to the replacement of a System with a model other than the Original Model shall not be withheld unless Buyer reasonably believes that such replacement would result in a material adverse impact to Buyer or the Systems, including but not limited to a material adverse impact under any insurance policy maintained by any party with respect to such Systems, and (ii) once Buyer has consented to replacement with a given model, Buyer shall be deemed to have consented to subsequent replacements with the same model unless Buyer notifies Seller otherwise;
(b) Promptly upon Seller’s knowledge of the occurrence of any damage to any System or any Site, notice of such damage in reasonable detail; and
(c) Any information Buyer may reasonably request in connection with any claim filed by Buyer under any insurance maintained with respect to the Systems, and any information such insurance providers may reasonably request in connection with such claim.
Reports; Other Information. Without in any way limiting Operator’s other reporting, notification, and other similar obligations under this Agreement, during the Warranty Period, Operator shall furnish to Owner the following reports, notices, and other information regarding the Facility Services activities (which may be effected by e-mail communication to the Owner Manager or other appropriate Owner Representative):
(a) Promptly upon Operator’s knowledge of the occurrence of any damage to any Facility or Site, notice of such damage in reasonable detail;
(b) Promptly (and in any case within three (3) Business Days) following Operator’s final determination of the applicability thereof, notice that the operation of a Facility is subject to any of the exclusions described in Section 4.8;
(c) Any information Owner may reasonably request in connection with any claim filed by Owner under any insurance maintained with respect to the Facilities, and any information such insurance providers may reasonably request in connection with such claim; and
(d) Operator shall, upon Owner’s reasonable request, make available to Owner appropriate members of Operator’s senior technical personnel to discuss any performance issues relating to any Facility that experienced a reduction in average output in any calendar month as compared to the immediately preceding calendar month exceeding five percent (5%).
Reports; Other Information. The General Partner may, but shall not be obligated to, provide such reports or other information to the Limited Partners or any other Person as they, in their sole discretion, shall determine.
