Common use of Right to Inspect and Verify Clause in Contracts

Right to Inspect and Verify. (a) Subject to the limitations contained in Section 2.10(c), Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) to inspect the Books and make copies or abstracts thereof, (ii) to communicate directly with any and all Account Debtors and makers of Note Receivables to verify the existence and terms thereof (provided, that so long as no Event of Default has occurred and is continuing, Agent shall notify Borrower prior to communicating directly with an Account Debtor or maker of Note Receivables), and (iii) to check, test, and appraise the Collateral, or any portion thereof, in order to verify Borrower’s and its Subsidiaries’ financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and Borrower shall permit any designated representative of Agent to visit and inspect any of the properties of Borrower to inspect and to discuss its finances and properties and Collateral, upon reasonable notice and at such reasonable times during normal business hours. (b) Subject to the limitations contained in Section 2.10(c), Borrower shall, with respect to each of its properties or facilities, during normal business hours and upon reasonable advance notice: (i) provide access to such facilities or properties to Agent, any Lender and any of their respective officers, employees and agents, as frequently as Agent determines to be appropriate; (ii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, examine, audit and make extracts from all of its Books and Records; (iii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, review, evaluate and make physical verifications and appraisals of the Collateral in any manner and through any medium that Agent considers advisable, including pursuant to field audits; and (iv) permit Agent, any Lender and any of their respective officers, employees and agents to discuss with its officers and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects, provided that Agent shall schedule such visits on behalf of the Lenders and shall (1) coordinate in good faith with the Lenders to determine dates which are acceptable to a majority of the Lenders and (2) provide five (5) days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Borrower shall provide to Agent, at Borrower’s expense, such clerical and other assistance as may be reasonably requested with respect thereto. Representatives of Lenders may accompany Agent’s representatives on inspections and audits. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower’s Books and Records and any other instruments and documents that Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. If requested by Agent, Borrower shall execute an authorization letter addressed to its accountants authorizing Agent or any Lender to discuss the financial affairs of Borrower with its accountants.

Right to Inspect and Verify. (a) Subject to the limitations contained in Section 2.10(c2.13(c), Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) to inspect the Books and make copies or abstracts thereof, (ii) to communicate directly with any and all Account Debtors and makers of Note Receivables Notes Receivable to verify the existence and terms thereof (provided, that so long as no Event of Default has occurred and is continuing, Agent shall notify Borrower prior to communicating directly with an Account Debtor or maker of Note ReceivablesNotes Receivable), and (iii) to check, test, and appraise the Collateral, or any portion thereof, in order to verify Borrower’s and its Subsidiaries’ financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and Borrower shall permit any designated representative of Agent to visit and inspect any of the properties of Borrower to inspect and to discuss its finances and properties and Collateral, upon reasonable notice and at such reasonable times during normal business hours. (b) Subject to the limitations contained in Section 2.10(c2.13(c), Borrower shall, with respect to each of its properties or facilities, during normal business hours and upon reasonable advance notice: (i) provide access to such facilities or properties to Agent, any Lender and any of their respective officers, employees and agents, as frequently as Agent determines to be appropriate; (ii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, examine, audit and make extracts from all of its Books and Records; (iii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, review, evaluate and make physical verifications and appraisals of the Collateral in any manner and through any medium that Agent considers advisable, including pursuant to field audits; and (iv) permit Agent, any Lender and any of their respective officers, employees and agents to discuss with its officers and its independent accountantsaccountants (in the presence of Borrower’s officers), its business, assets, liabilities, financial condition, results of operations and business prospects, provided that Agent shall schedule such visits on behalf of the Lenders and shall (1) coordinate in good faith with the Lenders to determine dates which are acceptable to a majority of the Lenders and (2) provide five (5) days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Borrower shall provide to Agent, at Borrower’s expense, such clerical and other assistance as may be reasonably requested with respect thereto. Representatives of Lenders may accompany Agent’s representatives on inspections and audits. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower’s Books and Records and any other instruments and documents that Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. If requested by Agent, Borrower shall execute an authorization letter addressed to its accountants authorizing Agent or any Lender to discuss the financial affairs of Borrower with its accountants.

Right to Inspect and Verify. (a) Subject to the limitations contained in Section 2.10(c2.13(c), Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) to inspect the Books and make copies or abstracts thereof, (ii) upon the occurrence and during the continuance of an Event of Default and in connection with an audit, to communicate directly with any and all Account Debtors and makers of Note Receivables Notes Receivable to verify the existence and terms thereof (provided, that so long as no Event of Default has occurred and is continuing, (A) Agent shall notify Borrower prior to communicating directly with an Account Debtor or maker of Note ReceivablesNotes Receivable and (B) any such communication shall be in the presence of Borrower’s or HCI’s officers (and Borrower and HCI shall use reasonable efforts to make such officers available)), and (iii) to check, test, and appraise the Collateral, or any portion thereof, in order to verify Borrower’s and its Subsidiaries’ financial condition or the amount, quality, value, condition of, or any other matter relating to, the CollateralCollateral (provided, that so long as no Event of Default has occurred and is continuing, (x) none of Agent or any of its respective officers, employees and agents may conduct any such check, test or appraisal more than twice per fiscal year and (y) Borrower shall be responsible for the reasonable and documented out-of-pocket costs and expenses of up to two (2) such checks, tests or appraisals per fiscal year, which costs and expenses shall not exceed $40,000 in the aggregate per fiscal year for all such checks, tests and appraisals collectively); and Borrower shall permit any designated representative of Agent to visit and inspect any of the properties of Borrower to inspect and to discuss its finances and properties and Collateral, upon reasonable notice and at such reasonable times during normal business hours. (b) Subject to the limitations contained in Section 2.10(c2.13(c), Borrower shall, with respect to each of its properties or facilities, during normal business hours and upon reasonable advance notice: (i) provide access to such facilities or properties to Agent, any Lender and any of their respective officers, employees and agents, as frequently as Agent determines to be appropriate; (ii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, examine, audit and make extracts from all of its Books and Records; (iii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, review, evaluate and make physical verifications and appraisals of the Collateral in any manner and through any medium that Agent considers advisable, including pursuant to field audits; and (iv) permit Agent, any Lender and any of their respective officers, employees and agents to discuss with its officers and its independent accountantscertified public accountants (in the presence of Borrower’s or HCI’s officers (and Borrower and HCI shall use reasonable efforts to make such officers available)), its business, assets, liabilities, financial condition, results of operations and business prospectsprospects and permit its independent certified public accountants to release to Agent whatever financial information concerning HCI or the Borrower as Agent may reasonably requests, provided that Agent shall schedule such visits on behalf of the Lenders and shall (1) coordinate in good faith with the Lenders to determine dates which are acceptable to a majority of the Lenders and (2) provide five (5) days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Borrower shall provide to Agent, at Borrower’s expense, such clerical and other assistance as may be reasonably requested with respect thereto; provided, that, so long as no Event of Default has occurred and is continuing, (x) none of Agent, the Lenders or any of their respective officers, employees and agents may conduct any such visit more than once per fiscal year (it being understood that Agent may, in its sole discretion, conduct one (1) additional visit per fiscal year) and (y) Borrower shall be responsible for the reasonable and documented out-of-pocket expenses of only one (1) such visit per fiscal year. Representatives of Lenders may accompany Agent’s representatives on inspections and audits. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower’s Books and Records and any other instruments and documents that Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. If requested considered necessary by Agentthe Agent (in its Permitted Discretion), Borrower shall Bo▇▇▇▇▇▇ ▇hall execute an authorization letter addressed to its accountants authorizing Agent or any Lender to discuss the financial affairs of Borrower with its accountantsaccountants in the presence of an officer of HCI and HCI will make their officers reasonably available.

Right to Inspect and Verify. (a) Subject to the limitations contained in Section 2.10(c)Trustee, Agent and each Lender (through any of its their respective officers, employees, representatives, or agents) shall have the right, from time to time hereafter (ia) to inspect and examine the Collateral and the Borrower’s and Servicer’s Books and Records, in each case solely in relation to the Borrower, the Collateral, the Servicer’s duties hereunder, or the matters contemplated herein or in the other Loan Documents, to examine and make copies of such Books and Records, and to discuss Borrower’s and Servicer’s affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees (provided an authorized representative of Borrower or abstracts thereofServicer shall be allowed to be present) at such reasonable times and intervals as Trustee, (ii) to communicate directly with Agent or any and all Account Debtors and makers of Note Receivables to verify the existence and terms thereof (providedLender, that as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, Agent shall notify with reasonable prior notice to Borrower prior and during regular business hours, (b) at any time a Material Default or Servicer Termination Event has occurred and is continuing, to communicating communicate directly with an Account Debtor or maker any and all Portfolio Companies to verify the existence and terms of Note Receivables)Collateral, and (iiic) subject to the limitations set forth in Section 2.13(e), to check, test, and appraise the CollateralCollateral and to conduct stratifications of Servicer’s and its Subsidiaries total global portfolio of loans and participations, or any portion thereof, in order to verify Borrower’s and its Subsidiaries’ Servicer’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; , and, subject to the limitations set forth in Section 2.13(e) and in accordance with Sections 5.1(c) and 5.2(e), Borrower and Servicer shall permit any designated representative of Trustee, Agent or any Lender to visit and inspect any of the properties of Borrower or Servicer to inspect and to discuss its Borrower’s finances and properties and the Collateral, upon reasonable notice and at such reasonable times during normal business hours. (b) Subject . For the avoidance of doubt, nothing in this Section 11.6 shall grant Trustee, Agent, or any Lender any right of access to the limitations contained in Section 2.10(c)review of any legal files, Borrower shallcredit analysis, or other documents and information specific only to a particular Portfolio Loan or Purchased Participation except with respect to each of its properties or facilities, during normal business hours and upon reasonable advance notice: (i) provide access to such facilities or properties to Agent, any Lender and any of their respective officers, employees and agents, as frequently as Agent determines to be appropriate; (ii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, examine, audit and make extracts from all of its Books and Records; (iii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, review, evaluate and make physical verifications and appraisals of the Collateral in any manner and through any medium that Agent considers advisable, including pursuant to field audits; and (iv) permit Agent, any Lender and any of their respective officers, employees and agents to discuss with its officers and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects, provided that Agent shall schedule such visits on behalf of the Lenders and shall (1) coordinate in good faith with the Lenders to determine dates which are acceptable to a majority of the Lenders and (2) provide five (5) days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Borrower shall provide to Agent, at Borrower’s expense, such clerical and other assistance as may be reasonably requested with respect thereto. Representatives of Lenders may accompany Agent’s representatives on inspections and audits. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower’s Books and Records and any other instruments and documents that Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. If requested by Agent, Borrower shall execute an authorization letter addressed to its accountants authorizing Agent or any Lender to discuss the financial affairs of Borrower with its accountantsLoan Portfolio.

Right to Inspect and Verify. (a) Subject to the limitations contained in Section 2.10(c2.13(c), Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (i) to inspect the Books and make copies or abstracts thereof, (ii) upon the occurrence and during the continuance of an Event of Default and in connection with an audit, to communicate directly with any and all Account Debtors and makers of Note Receivables Notes Receivable to verify the existence and terms thereof (provided, that so long as no Event of Default has occurred and is continuing, (A) Agent shall notify Borrower prior to communicating directly with an Account Debtor or maker of Note ReceivablesNotes Receivable and (B) any such communication shall be in the presence of Borrower’s or HCI’s officers (and Borrower and HCI shall use reasonable efforts to make such officers available)), and (iii) to check, test, and appraise the Collateral, or any portion thereof, in order to verify Borrower’s and its Subsidiaries’ financial condition or the amount, quality, value, condition of, or any other matter relating to, the CollateralCollateral (provided, that so long as no Event of Default has occurred and is continuing, Borrower shall be responsible for the costs and expenses of only one such check, test or appraisal per fiscal year, which costs and expenses shall not exceed $25,000 in the aggregate per annum for all such checks, tests and appraisals collectively); and Borrower shall permit any designated representative of Agent to visit and inspect any of the properties of Borrower to inspect and to discuss its finances and properties and Collateral, upon reasonable notice and at such reasonable times during normal business hours. (b) Subject to the limitations contained in Section 2.10(c2.13(c), Borrower shall, with respect to each of its properties or facilities, during normal business hours and upon reasonable advance notice: (i) provide access to such facilities or properties to Agent, any Lender and any of their respective officers, employees and agents, as frequently as Agent determines to be appropriate; (ii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, examine, audit and make extracts from all of its Books and Records; (iii) permit Agent, any Lender and any of their respective officers, employees and agents to inspect, review, evaluate and make physical verifications and appraisals of the Collateral in any manner and through any medium that Agent considers advisable, including pursuant to field audits; and (iv) permit Agent, any Lender and any of their respective officers, employees and agents to discuss with its officers and its independent accountantscertified public accountants (in the presence of Borrower’s or HCI’s officers (and Borrower and HCI shall use reasonable efforts to make such officers available)), its business, assets, liabilities, financial condition, results of operations and business prospectsprospects and permit its independent certified public accountants to release to Agent whatever financial information concerning HCI or the Borrower as Agent may reasonably requests, provided that Agent shall schedule such visits on behalf of the Lenders and shall (1) coordinate in good faith with the Lenders to determine dates which are acceptable to a majority of the Lenders and (2) provide five (5) days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Borrower shall provide to Agent, at Borrower’s expense, such clerical and other assistance as may be reasonably requested with respect thereto; provided, that, so long as no Event of Default has occurred and is continuing Borrower shall be responsible for the expenses of only one such visit per fiscal year. Representatives of Lenders may accompany Agent’s representatives on inspections and audits. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower’s Books and Records and any other instruments and documents that Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. If requested considered necessary by Agentthe Agent (in its Permitted Discretion), Borrower shall execute an authorization letter addressed to its accountants authorizing Agent or any Lender to discuss the financial affairs of Borrower with its accountantsaccountants in the presence of an officer of HCI and HCI will make their officers reasonably available.