Common use of Visitation Clause in Contracts

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other Obligor, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other Obligor, to examine all their respective books of account, records, reports and other papers, to make copies therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountantsOfficers, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers Senior Financial Officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested, provided that prior to disclosure of any material non public information pursuant to this Section 7.3, the holders of the Notes shall, if requested by the Company, provide the Company with reasonable assurance that such disclosure will be held in confidence in accordance with the requirements of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20.

Visitation. The Each Constituent Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the a Constituent Company, to visit the principal executive office of the such Constituent Company, to discuss the affairs, finances and accounts of the such Constituent Company and the other Obligors its Subsidiaries with the such Constituent Company’s officers, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld withheld, and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and in the opportunity to be present during presence of representatives of such discussionsCompany) its independent public accountants, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the such Constituent Company and each other Obligorof its Subsidiaries, all at such reasonable times and as often (within normal business hours) as may be reasonably requested in writing; provided, that such visitation rights set forth but no more than twice in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateany fiscal year; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company Constituent Companies and upon at least ten (10) Business Days’ reasonable prior notice to the Companynotice, to visit and inspect any of the offices or properties of the a Constituent Company or any other Obligorof its Subsidiaries, to examine all of their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the such Constituent Company authorizes said accountants to discuss the affairs, finances and accounts of the such Constituent Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company Each of the Issuer and the General Partner shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyIssuer or the General Partner, but only once for each Purchaser and holder during any calendar year, (1) to visit the principal executive office of the Companysuch Person, to discuss the affairs, finances and accounts of the Company such Person and the other Obligors its Subsidiaries with the Companysuch Person’s officers, and officers or (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the CompanyPerson, which consent will not be unreasonably withheld) to visit any other office or property of such Person or any of its Subsidiaries, and (2) (with the other offices and properties consent of the Company and each other Obligorsuch Person, which consent will not be unreasonably withheld), to visit with its independent public accountants, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that such the Issuer and the General Partner shall be entitled (but not required) to be present at the visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateany of its offices or properties not constituting its principal executive office or with its independent public accountants; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company Issuer and upon at least ten (10) Business Days’ prior notice to the CompanyGeneral Partner, to visit and inspect any of the offices or properties of the Company such Person or any other Obligorof its Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Company Issuer and the General Partner authorizes said accountants to discuss the affairs, finances and accounts of the Company such Person and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requestedrequested in writing, provided that the Issuer and the General Partner shall be entitled (but not required) to be present at any such visitation with its independent public accountants.

Visitation. The Company and the Trust shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or such holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyCompany and the Trust, to visit the principal executive office of the CompanyCompany and the Trust, to discuss the affairs, finances and accounts of the Company Company, the Trust and the other Obligors their respective Subsidiaries with the Company’s and the Trust’s officers, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and the Trust and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Trust to visit and inspect any of the offices or properties of the Company and the Trust or any other Obligorof their Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company and the Trust authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice Trust and the opportunity to be present during such discussionstheir respective Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and Company, upon at least ten (10) Business Days’ reasonable prior notice to the Companynotice, to visit and inspect during normal business hours any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Visitation. The Company Issuer shall permit permit, and will cause the Parent to permit, the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyParent or the Issuer, as the case may be, to visit the principal executive office offices of the CompanyParent or the Issuer, to discuss the affairs, finances and accounts of the Company Parent, the Issuer and the other Obligors Subsidiaries with the CompanyParent’s or the Issuer’s officers, and (with the consent of the CompanyParent or the Issuer, as the case may be, which consent will not be unreasonably withheld withheld) its independent public accountants (it being understood and so long as agreed that only one such request for a discussion with the Parent’s independent public accountants shall be made per fiscal year by all holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that a Senior Financial Officer of the Parent or his or her delegee is given the Issuer, as the case may be, shall receive reasonable prior notice of, and the opportunity shall be entitled (but not required) to be present during at, any such discussions) its independent public accountantsmeeting), and (with the consent of the CompanyParent or the Issuer, as the case may be, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company Parent, the Issuer and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that only one such visitation rights set forth in this clause (a) may only visit or one such discussion shall be exercised once made per calendar fiscal year for all holders by each holder of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Issuer to visit and inspect any of the offices or properties of the Company Parent, the Issuer or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies therefrom, and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Issuer authorizes and has caused the Parent to authorize said accountants to discuss the affairs, finances and accounts of the Company Parent, the Issuer and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice Subsidiaries (provided, that representatives of the Parent and the opportunity Issuer shall receive reasonable prior notice of, and shall be entitled (but not required) to be present during at, any such discussionsdiscussion), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional InvestorNote: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) 10 Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, Notes collectively, on a mutually agreed date; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) 10 Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Parent REIT and the Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Parent REIT and the Company, to visit the principal executive office of the Parent REIT and the Company, to discuss the affairs, finances and accounts of the Company Parties with the Parent REIT’s and the other Obligors with the Company’s officers, and (with the consent of the CompanyParent REIT, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and presence of the opportunity to be present during such discussionsParent REIT if requested by the Parent REIT) its independent public accountants, and (with the consent of the CompanyParent REIT, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorParties, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Parent REIT and the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorParties, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent REIT and the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsParties), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser (prior to the Closing) and each holder of a Note that, in each case, (after the Closing) that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and (with the consent of the Company, which consent will not be unreasonably withheld) independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions)accountants, all at such reasonable times and as often as may be reasonably requested. Each holder of the Notes agrees to keep confidential any Confidential Information received as a result of the rights granted in this Section 7 in the manner provided in Section 20.

Visitation. The Company shall permit the representatives of each Purchaser, each Additional Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser, Additional Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such any time during normal business hours and with reasonable times and as often as may advance notice (it being understood that at least one Business Day advance notice shall be reasonably requesteddeemed to constitute reasonable advance notice).

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Bonds that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (and, with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and Company (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writingduring the Company’s normal business hours; provided, however, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders so long as no Default or Event of Default then exists, the Notesholders, collectively, on a mutually agreed dateshall be permitted to make no more than two such visits during any fiscal year; andLaclede Gas Company Bond Purchase Agreement (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the reasonable expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.; provided that in the case of any discussion or meeting with the independent public accountants, only if the Company has been given the opportunity to participate in such discussion; and

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — − if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld withheld) and so long as a Senior Financial Officer with an opportunity for one or his or her delegee is given reasonable notice and more Responsible Officers to be present, it being understood that the opportunity failure of such Responsible Officers to be present during shall not preclude the representatives of such discussionsholder from proceeding with such meeting) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — − if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries) so long as a Senior Financial Officer one or his or her delegee is given reasonable notice and the more Responsible Officers has an opportunity to be present, it being understood that the failure of such Responsible Officers to be present during shall not preclude the representatives of such discussionsholder from proceeding with such meeting), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Parent and the Company shall permit the representatives of each Purchaser and each or holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Parent or the Company, to visit the principal executive office of the Parent or the Company, to discuss the affairs, finances and accounts of the Parent, the Company and their Subsidiaries with the other Obligors with Parent or the Company’s officers, and (with the consent of the CompanyParent, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Parent or the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary subject to the terms and conditions of any lease agreement in the case of properties under lease to third parties, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Parent, the Company or any other ObligorSubsidiary subject to the terms and conditions of any lease agreement in the case of properties under lease to third parties, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent and the Company authorizes said accountants to discuss the affairs, finances and accounts of the Parent, the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionstheir Subsidiaries), all at such reasonable times during regular business hours and as often as may be reasonably requested.

Visitation. The Company Issuer shall permit permit, and will cause the Parent to permit, the representatives of each Purchaser (prior to the Second Closing) and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or such holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyParent or the Issuer, as the case may be, to visit the principal executive office offices of the CompanyParent or the Issuer, to discuss the affairs, finances and accounts of the Company Parent, the Issuer and the other Obligors Subsidiaries with the CompanyParent’s or the Issuer’s officers, and (with the consent of the CompanyParent or the Issuer, as the case may be, which consent will not be unreasonably withheld withheld) its independent public accountants (it being understood and so long as agreed that only one such request for a discussion with the Parent’s independent public accountants shall be made per fiscal year by all Purchasers or holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that a Senior Financial Officer of the Parent or his or her delegee is given the Issuer, as the case may be, shall receive reasonable prior notice of, and the opportunity shall be entitled (but not required) to be present during at, any such discussions) its independent public accountantsmeeting), and (with the consent of the CompanyParent or the Issuer, as the case may be, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company Parent, the Issuer and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that only one such visitation rights set forth in this clause (a) may only visit or one such discussion shall be exercised once made per calendar fiscal year for all holders by each Purchaser or holder of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Issuer to visit and inspect any of the offices or properties of the Company Parent, the Issuer or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies therefrom, and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Issuer authorizes and has caused the Parent to authorize said accountants to discuss the affairs, finances and accounts of the Company Parent, the Issuer and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice Subsidiaries (provided, that representatives of the Parent and the opportunity Issuer shall receive reasonable prior notice of, and shall be entitled (but not required) to be present during at, any such discussionsdiscussion), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company Obligors shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Companyan Obligor, to visit the principal executive office of the Companyany Obligor, to discuss the affairs, finances and accounts of the Company Parent and the other Obligors its Subsidiaries with the Company’s their officers, and (with the consent of the CompanyObligors, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the CompanyObligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company Parent and each other ObligorSubsidiary, all at such reasonable times during ordinary business hours and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised no more than once per calendar year for all holders of the Notes, collectively, on a mutually agreed datesuch Purchasers and holders; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Obligors to visit and inspect any of the offices or properties of the Company any Obligor or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company each Obligor authorizes said accountants to discuss the affairs, finances and accounts of the Company Obligors and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionstheir Subsidiaries), all at such reasonable times during ordinary business hours and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor:Investor (other than any Sanctioned Holder): (a) No Default — if no Default or Event of Default then exists and is continuing, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ Days prior written notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised only once per calendar year for all holders each holder of the Notes, collectively, on a mutually agreed dateNote; and (b) Default — if an a Default or Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior written notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requestedrequested in writing.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld withheld, and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and in the opportunity to be present during such discussionspresence of representatives of the Company) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often (within normal business hours) as may be reasonably requested in writing; provided, that such visitation rights set forth but no more than twice in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateany fiscal year; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ reasonable prior notice to the Companynotice, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all of their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld withheld, and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and in the opportunity to be present during such discussionspresence of representatives of the Company) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often (within normal business hours) as may be reasonably requested in writing; provided, that such visitation rights set forth but no more than twice in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateany fiscal year; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ reasonable prior notice to the Companynotice, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all of their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company Obligors shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, once each calendar year at the expense of such Purchaser or such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company and at a time mutually agreed with the Company, to visit the principal executive office of the CompanyObligors, to discuss the affairs, finances and accounts of the Company Obligors and the other Obligors their Subsidiaries with the Company’s Obligors’ officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and withheld, but subject to the opportunity to be present during such discussions) its independent public accountants, and (with the consent rights of the Company, which consent will not be unreasonably withheldtenants) to visit the other offices and properties of the Company Obligors and each other ObligorSubsidiary, all at such reasonable times and as often in each case, once each calendar year as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on writing and at a time mutually agreed datewith the Company; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company Obligors and upon at least ten (10) Business Days’ prior notice subject to the Companyrights of tenants, to visit and inspect any of the offices or properties of the Company Obligors or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies therefromand extracts therefrom (other than materials (i) that constitute trade secrets or similar commercially sensitive information, (ii) in respect of which disclosure to such Purchaser or such holder (or its representatives or contractors) is prohibited by law, would violate the fiduciary duties owed by the disclosing party or would violate any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product), and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions), all at such reasonable times and as often as may be reasonably requested.. Lineage Logistics, LLC Note Purchase Agreement

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested; provided that no holder of Notes shall be entitled to examine or make copies or abstracts of, or otherwise obtain information with respect to, the Company’s records relating to pending or threatened litigation if (i) the Company determines after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 20, it would be prohibited from disclosing such information by applicable law or regulations without making public disclosure thereof, or (ii) notwithstanding the confidentiality requirements of Section 20, the Company is prohibited from disclosing such information by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Company and not entered into in contemplation of this proviso, provided further that, with respect to this clause (ii), (x) the Company shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and (y) the Company has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement. Promptly after determining that the Company is not permitted to disclose any information as a result of the limitations described in the first proviso to this clause (b), the Company will provide each of the holders with an Officer’s Certificate describing generally the requested information that the Company is prohibited from disclosing pursuant to such proviso and the circumstances under which the Company is not permitted to disclose such information. Promptly after a request therefor from any holder of Notes that is an Institutional Investor, the Company will provide such holder with a written opinion of counsel (which may be addressed to the Company) relied upon as to such information that the Company is prohibited from disclosing to such holder under circumstances described in the first proviso to this clause (b).

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional InvestorNote: (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Company’s independent public accountants shall be made per fiscal year by all holders of Notes and that representatives of the Company shall be permitted to be present in any such meeting, and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that only one such visitation rights set forth in this clause (a) may only visit or one such discussion shall be exercised once made per calendar fiscal year for all holders by each holder of the Notes, collectively, on a mutually agreed date; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requestedrequested in writing.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior written notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised only once per calendar year for all holders each holder of the Notes, collectively, on a mutually agreed dateNote; and (b) Default — if an a Default or Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior written notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requestedrequested in writing.

Visitation. The Each Constituent Company shall permit the representatives of each Purchaser and each holder of Notes that is a Note that, in each case, is an Institutional InvestorSignificant Holder: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the such Constituent Company, to visit the principal executive office of the such Constituent Company, to discuss the affairs, finances and accounts of the such Constituent Company and the other Obligors its Subsidiaries with the such Constituent Company’s officers, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the such Constituent Company and each other Obligorof its Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the such Constituent Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the such Constituent Company or any other Obligorof its Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the such Constituent Company authorizes said accountants to discuss the affairs, finances and accounts of the such Constituent Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company Obligors shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, once each calendar year at the expense of such Purchaser or such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company and at a time mutually agreed with the Company, to visit the principal executive office of the CompanyObligors, to discuss the affairs, finances and accounts of the Company Obligors and the other Obligors their Subsidiaries with the Company’s Obligors’ officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and withheld, but subject to the opportunity to be present during such discussions) its independent public accountants, and (with the consent rights of the Company, which consent will not be unreasonably withheldtenants) to visit the other offices and properties of the Company Obligors and each other ObligorSubsidiary, all at such reasonable times and as often in each case, once each calendar year as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on writing and at a time mutually agreed datewith the Company; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company Obligors and upon at least ten (10) Business Days’ prior notice subject to the Companyrights of tenants, to visit and inspect any of the offices or properties of the Company Obligors or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies therefromand extracts therefrom (other than materials (i) that constitute trade secrets or similar commercially sensitive information, (ii) in respect of which disclosure to such Purchaser or such holder (or its representatives or contractors) is prohibited by law, would violate the fiduciary duties owed by the disclosing party or would violate any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product), and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Each Constituent Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Event of Default — - if no Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the such Constituent Company, to visit the principal executive office of the such Constituent Company, to discuss the affairs, finances and accounts of the such Constituent Company and the other Obligors its Subsidiaries with the such Constituent Company’s officers, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the such Constituent Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the such Constituent Company and each other Obligorof its Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — - if an Event of Default then exists and is continuingexists, at the expense of the such Constituent Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the such Constituent Company or any other Obligorof its Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the such Constituent Company authorizes said accountants to discuss the affairs, finances and accounts of the such Constituent Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants (provided that the Company shall be entitled (but not required) to have an officer or other representative of the Company present during any such discussion with its independent public accountants) and, and (with the consent of the Company, Company (which consent will not be unreasonably withheld) ), to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheldwithheld and subject to any safety procedures/training requested by the Company) to visit the other offices and properties of the Company and each other ObligorVessel, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that such visitation rights set forth Purchasers and holders shall use their commercially reasonable efforts to coordinate any such discussions or inspection, provided further that there shall be no more than two visits to the Vessel in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateany fiscal year; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice subject to any safety procedures/training requested by the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorVessel, to examine all their respective the Company’s books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective its affairs, finances and accounts with their respective its officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsCompany), all at such reasonable times and as often as may be reasonably requested, provided that such Purchasers and holders shall use their commercially reasonable efforts to coordinate any such activities so as to the minimize the cost to the Company thereof.

Visitation. The Company shall permit the representatives of each Purchaser and each holder Holder of a Note that, in each case, Bonds that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such holder Holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors with the Company’s officersSenior Financial Officers, and (with the prior written consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the prior written consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorCompany, all at such reasonable times and as often during business hours as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at to visit the expense principal executive office of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other Obligor, to examine all their respective of its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective its affairs, finances and accounts with their respective officers the Senior Financial Officers of the Company and its independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsCompany), all at such reasonable times during business hours and as often as may reasonably be reasonably requestedrequested in writing. The Company will reimburse any Holder that is an Institutional Investor for any reasonable out‑of‑pocket expenses which it may incur pursuant to this Section 7.3(b) within thirty days of being presented with appropriate documentation with respect thereto.

Visitation. The Company Each Obligor shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Companysuch Obligor, to visit the principal executive office of the Companysuch Obligor, to discuss the affairs, finances and accounts of such Obligor and the Subsidiaries of the Company and the other Obligors with the Companysuch Obligor’s officers, and (with the consent of the Companysuch Obligor, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Companysuch Obligor, which consent will not be unreasonably withheld) to visit the other offices and properties Properties of the Company such Obligor and each other Subsidiary of such Obligor, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Companysuch Obligor, to visit and inspect any of the offices or properties Properties of such Obligor or any Subsidiary of the Company or any other ObligorCompany, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company such Obligor authorizes said accountants to discuss the affairs, finances and accounts of the Company such Obligor and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and Subsidiaries of the opportunity to be present during such discussionsCompany), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company Obligors shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Guarantor and Company, to visit the principal executive office of the Guarantor and the Company, to discuss the affairs, finances and accounts of the Guarantor and the Company and their Subsidiaries with the other Obligors with Guarantor’s or the Company’s officers, and (with the consent of the Guarantor or the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Companycase may be, which consent will not be unreasonably withheld) to visit the other offices and properties of its independent public accountants (it being understood that the Company and each other Obligor, all the Guarantor may be present at such reasonable times and as often as may be reasonably requested in writing; provided, that meeting with such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateaccountants); and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Obligors to visit and inspect any of the offices or properties of the Guarantor, the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes Obligors authorize said accountants to discuss the affairs, finances and accounts of the Obligors and their Subsidiaries, it being understood that the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to Guarantor may be present during at any such discussionsmeeting with such accountants), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the CompanyCompany during normal business hours and no more than one (1) time per calendar year for each holder, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and in the opportunity to be present during such discussionspresence of an officer of the Company) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such subject to reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights requirements of confidentiality set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateSection 20; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary during normal business hours, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants in the presence of an officer of the Company (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requestedrequested in writing, subject to reasonable requirements of confidentiality set forth in Section 20.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors Obligor Parties with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (provided that the Company may, if it so chooses, be present at or participate in any such discussion), and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorObligor Parties, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; andand ITT Holdings LLC Note Purchase Agreement (b) Default — if an Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested. Notwithstanding anything to the contrary herein, neither the Company nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination or making of copies or abstracts of, or any discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to such Institutional Investor (or its representatives) is prohibited by applicable law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product, provided that promptly after determining that the Company is not permitted to disclose any such information as a result of items (i) , (ii) or (iii), the Company shall provide each of the holders with an Officer’s Certificate describing the circumstances under which the Company is not permitted to disclose such information, provided further that the Responsible Officer delivering such Officer’s Certificate may rely upon the advice of counsel (which may be provided by in-house counsel of the Company) as to matters of law, rule or regulation with respect to any information that the Company is prohibited from disclosing under any of the circumstances described in this Section 7.3.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Restricted Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld withheld) and so long as a Senior Financial Officer with an opportunity for one or his or her delegee is given reasonable notice and more Responsible Officers to be present, it being understood that the opportunity failure of such Responsible Officers to be present during shall not preclude the representatives of such discussionsholder from proceeding with such meeting) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorRestricted Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorRestricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors its Restricted Subsidiaries) so long as a Senior Financial Officer one or his or her delegee is given reasonable notice and the more Responsible Officers has an opportunity to be present, it being understood that the failure of such Responsible Officers to be present during shall not preclude the representatives of such discussionsholder from proceeding with such meeting), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional InvestorInvestor : (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Company’s independent public accountants shall be made per fiscal year by all holders of Notes and that representatives of the Company shall be permitted to be present in any such meeting), and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that only one such visitation rights set forth in this clause (a) may only visit or one such discussion shall be exercised once made per calendar fiscal year for all holders by each holder of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requestedrequested in writing.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuing, at the expense of such Purchaser or such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised only once per calendar year for all holders each holder of the Notes, collectively, on a mutually agreed dateNote; and (b) Default — if an a Default or Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior written notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.. TriplePoint Venture Growth BDC Corp. Note Purchase Agreement

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Holder that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder Holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officersSenior Financial Officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent registered public accountantsaccounting firm, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent registered public accountants accounting firm (and by this provision the Company authorizes said accountants accounting firm to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested. (c) Confidentiality — notwithstanding the foregoing provisions of this Section 7.3, the Company shall not be obligated to permit any such Holder to so visit, discuss, inspect, examine or make copies and extracts unless such Holder shall have executed a confidentiality agreement in form and substance reasonably satisfactory to the Company (it being understood that the provisions of Section 15 shall constitute provisions reasonably satisfactory for this purpose).

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, MRP Shares that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (and, with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and Company (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per not more than twice each calendar year for all holders of the Notes, collectively, on a mutually agreed dateyear; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested. Tortoise MLP Fund, Inc. Securities Purchase Agreement SECTION 8. REDEMPTION OF THE MRP SHARES. The Company will not, directly or indirectly, through any Affiliate or otherwise, purchase, redeem or retire, or make any offer to purchase, redeem or retire, any shares of the MRP Shares other than pursuant to and in accordance with the applicable provisions of the Articles Supplementary.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (it being understood and agreed that only one such request for a discussion with the Company’s independent public accountants shall be made per fiscal year by all holders of the Notes and such discussion shall be held on or around the end of a SAS 100 review period, and with the consent of the Company, which consent will not be unreasonably withheld) , to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such holder of a Note shall only be permitted to make one such visit or have one discussion per fiscal year and, provided, further, that no such visitation rights set forth in this clause request by any holder of a Note may be made within six (a6) may only be exercised once per calendar year for month period following the date of any all-holders visiting date wherein all holders of the Notes, collectively, on a mutually agreed dateNotes are invited by the Company to its principal executive officer; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: : (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyObligors, to visit the principal executive office of the CompanyParent Guarantor, to discuss the affairs, finances and accounts of the Company Obligors and the other Obligors their Subsidiaries with the Company’s Obligors’ officers, and (with the consent of the CompanyObligors, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the CompanyObligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company Obligors and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company Obligors (such expenses to be reasonable, documented and upon at least ten (10) Business Days’ prior notice provided to the Company, Company upon request) to visit and inspect any of the offices or properties of the Company Obligors or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes Obligors authorize said accountants to discuss the affairs, finances and accounts of the Company Obligors and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionstheir Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser Prudential (only during the Issuance Period) and each holder of a Note that, in each case, that is an Institutional InvestorInvestor or their representatives, including, without limitation, their investment advisors: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of Prudential or such holder holder, as the case may be, and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Restricted Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorRestricted Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorRestricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — – if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company Company, any Subsidiary Guarantor, any Significant Subsidiary and any other obligor under the other Obligors Credit Agreement with the Company’s officers, and (and, with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and Company (with the consent of the Company, which consent will not be unreasonably withheld) ), to visit the other offices and properties of the Company Company, any Subsidiary Guarantor, any Significant Subsidiary and each any other Obligorobligor under the Credit Agreement, all at such reasonable times times, during normal business hours and as often as may on only one occasion during any Fiscal Year (it being understood and agreed that neither the Company nor any of its Subsidiaries shall be reasonably requested required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter (1) in writingrespect of which disclosure to Prudential, a holder of Notes that is an Institutional Investor or their representatives is then prohibited by applicable law or any agreement binding on the Company or its Subsidiaries; provided, (2) that such visitation rights set forth in this clause is protected from disclosure by the attorney-client privilege or the attorney work product privilege or (a3) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateconstitutes non-financial trade secrets or non-financial proprietary information); and (b) Default — –- if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or Company, any Subsidiary Guarantor, any Significant Subsidiary and any other Obligorobligor under the Credit Agreement, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and and, in the presence of the Company if the Company shall so request independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company, any Subsidiary Guarantor, any Significant Subsidiary and any other obligor under the Credit Agreement, in the presence of the Company and if the other Obligors Company shall so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsrequest), all during normal business hours and at such reasonable times and as often as may be reasonably requestedrequested (it being understood and agreed that neither the Company nor any of its Subsidiaries shall be required to disclose or discuss, or permit the inspection, examination or making of extracts of, any records, books, information or account or other matter (1) in respect of which disclosure to Prudential, a holder of Notes that is an Institutional Investor or their representatives is then prohibited by applicable law or any agreement binding on the Company or its Subsidiaries; (2) that is protected from disclosure by the attorney-client privilege or the attorney work product privilege or (3) constitutes non-financial trade secrets or non-financial proprietary information).

Visitation. The Company shall permit the representatives of each Purchaser (prior to the Closing) and each holder of a Note that, in each case, (after the Closing) that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and (with the consent of the Company, which consent will not be unreasonably withheld) independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions)accountants, all at such reasonable times and as often as may be reasonably requested.. Each holder of the Notes agrees to keep confidential any Confidential Information received as a result of the rights granted in this Section 7 in the manner provided in Section 20. Northern Utilities, Inc. Note Purchase Agreement

Visitation. The Company shall permit permit, and shall cause the Parent to permit, the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Parent or the Company, as the case may be, but only once for each Purchaser and holder during any fiscal year (in addition to any visit with the independent public accountants described below), to visit the principal executive office of the Parent or the Company, to discuss the affairs, finances and accounts of the Parent, the Company and each Subsidiary with the other Obligors with Parent’s or the Company’s officers, and (with the consent of the Parent or the Company, as the case may be, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with its independent public accountants shall be made per fiscal year by all Purchasers and holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of the Parent or the Company shall be entitled to be present at any such meeting), and (with the consent of the Parent or the Company, as the case may be, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent, the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Parent, the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes and has caused the Parent to authorize said accountants to discuss the affairs, finances and accounts of the Parent, the Company and each Subsidiary, provided that representatives of the other Obligors so long as a Senior Financial Officer Parent or his or her delegee is given reasonable notice and the opportunity Company shall be entitled to be present during at any such discussionsmeeting), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company and the Trust shall permit the representatives of each Purchaser Prudential and each holder of a Note that, in each case, that is an Institutional Investor: (a) a. No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyCompany and the Trust, to visit the principal executive office of the CompanyCompany and the Trust, to discuss the affairs, finances and accounts of the Company Company, the Trust and the other Obligors their respective Subsidiaries with the Company’s and the Trust’s officers, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and the Trust and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) a. Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Trust to visit and inspect any of the offices or properties of the Company and the Trust or any other Obligorof their Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company and the Trust authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice Trust and the opportunity to be present during such discussionstheir respective Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company Each Obligor shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — -- if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Companysuch Obligor, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s such Obligor's officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company such Obligor and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — -- if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and Obligors (which shall not exceed the reasonable expenses incurred by such holder), upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit and inspect any of the offices or properties of the Company any Obligor or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company each Obligor authorizes said accountants to discuss the affairs, finances and accounts of the Company such Obligor and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor:: Cleco Power LLC Note Purchase Agreement (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all in each case no more than once per calendar year and at such reasonable times and as often as may be reasonably requested in writing; provided, that writing and such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders visit will not unduly interfere with the operations or management of the Notes, collectively, on a mutually agreed dateCompany’s business; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants in each case, while accompanied by personnel of the Company (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be requested; provided that no holder of Notes shall be entitled to examine or make copies or abstracts of, or otherwise obtain information with respect to, the Company’s records relating to pending or threatened litigation if any such disclosure by the Company would reasonably requestedbe expected (i) to give rise to a waiver of any attorney/client privilege of the Company or any of its Subsidiaries relating to such information or (ii) to be otherwise materially disadvantageous to the Company or any of its Subsidiaries in the defense of such litigation; provided, further, that such inspection shall be at reasonable times upon advance written notice and shall not unduly interfere with the operations or management of the Company’s business; and provided, further, that in the case of any discussion with the accountants, only if the Company has been given the opportunity to participate in the discussion.

Visitation. The Company Parent Guarantor shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the CompanyParent Guarantor, to discuss the affairs, finances and accounts of the Company Parent Guarantor and the other Obligors its Restricted Subsidiaries with the CompanyParent Guarantor’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the CompanyParent Guarantor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company Parent Guarantor and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Parent Guarantor to visit and inspect any of the offices or properties of the Company Parent Guarantor or any other ObligorRestricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Parent Guarantor authorizes said accountants to discuss the affairs, finances and accounts of the Company Parent Guarantor and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Restricted Subsidiaries), all at such reasonable times and as often as may be reasonably requested.; and (c) Collateral Reports — no more frequently than once during each calendar year, or more frequently as determined by the Required Holders if a Default or Event of Default shall have occurred and be continuing, upon the request of the Required Holders, the Parent Guarantor and the Company will obtain and deliver to the holders of the Notes, or, if the Required Holders so elect, will cooperate with the holders of the Notes in the holders’ obtaining, a report of an independent collateral auditor satisfactory to the Required Holders with respect to the Equipment and/or the other components included in the Borrowing Base, which report shall indicate whether or not the information set forth in the Borrowing Base Report most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Equipment (including verification as to the value, location and respective types). Collateral value reports shall be conducted and made at the expense of the Company not more than one time in any calendar year unless a Default or Event of Default is continuing (during which period any and all such collateral value reports shall be at the expense of the Company); and

Visitation. The Company Obligors shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if at any time other than the period specified in clause (b) below and so long as no Default or Event of Default then exists and is continuingexists, at the expense of such holder (except for the work of the Financial Advisor) and upon at least ten (10) Business Days’ reasonable prior notice to the Companyany Obligor, to visit the principal executive office of the Companyany Obligor, to discuss the affairs, finances and accounts of the Company Obligors and the other Obligors their Subsidiaries with the Companyeach Obligor’s officers, and (with the consent of the Companysuch Obligor, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Companysuch Obligor, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company Parent Guarantor and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — at any time during the period from the Seventh Amendment Effective Date through the date, if an any, on which the Tech Business Sale is consummated or at any time thereafter if a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Obligors to visit and inspect any of the offices or properties of the Company any Obligor or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and (with the consent of an Obligor, which consent shall not be unreasonably withheld or delayed) independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions)accountants, all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior written notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts (and all such information shall be deemed Confidential Information hereunder) of the Company and the other Obligors its Active Restricted Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorActive Restricted Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) 3 Business Days’ Days prior written notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts (and all such information shall be deemed Confidential Information hereunder) with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other Obligor, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; andand HPS CORPORATE CAPITAL SOLUTIONS FUND NOTE PURCHASE AGREEMENT (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other Obligor, to examine all their respective books of account, records, reports and other papers, to make copies therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Commencing on the date of the Initial Closing and for so long as any Notes are outstanding, the Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Restricted Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorRestricted Subsidiary, all at such reasonable times and as often as may be reasonably requested but in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised any event not more than once per calendar year for all holders of the Notes, collectively, on a mutually agreed dateeach such holder; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorRestricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Restricted Subsidiaries), all at such reasonable times and as often as may be reasonably requestedrequested by each such holder.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional InvestorInvestor and not a Competitor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) 10 Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) 10 Business Days’ prior notice to the Company, which notice shall specify that this Section 7.3(b) applies to such visit, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the North Haven Private Income Fund LLC Note Purchase Agreement Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company (a) If no Default, Manager Termination Event or Event of Default then exists, the Issuer shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Noteholder that is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect the principal executive office offices or properties of the CompanyIssuer, to examine all its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss the its affairs, finances and accounts of the Company accounts, all at such times as may be reasonably requested and the other Obligors with the Company’s officers, and (with the consent of the Company, which consent will not as often as may be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other Obligorrequested, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and. (b) Default — if an If a Default, Manager Termination Event or Event of Default then exists and exists, the Issuer shall permit the representatives of each Noteholder that is continuingan Institutional Investor, at the expense of the Company and Issuer, upon at least ten (10) Business Days’ reasonable prior notice to the Companynotice, to visit and inspect any of the offices or properties of the Company or any other ObligorIssuer, to examine all their respective its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective its affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions)accounts, all at such reasonable times as may be reasonably requested and as often as may be reasonably requested. (c) Any visits contemplated by Section 7.02(a) shall be at the expense of the requesting party, provided that the Issuer shall reimburse the reasonable travel expenses of any Noteholder and its Affiliates (together as a group) up to $15,000 per calendar year. If a Default or Event of Default exists, any visits contemplated by this Section 7.02 shall be at the sole expense of the Issuer and not limited in number.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s 's officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all in each case no more than once per calendar year and at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be requested; provided that no holder of Notes shall be entitled to examine or make copies or abstracts of, or otherwise obtain information with respect to, the Company's records relating to pending or threatened litigation if any such disclosure by the Company would reasonably requested.be expected (i) to give rise to a waiver of any attorney/client privilege of the Company or any of its Subsidiaries relating to such information or (ii) to be otherwise materially disadvantageous to the Company or any of its Subsidiaries in the defense of such litigation; and provided, further, that in the case of any discussion with the accountants, only if the Company has been given the opportunity to participate in the discussion. Cleco Power LLC Note Purchase Agreement

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the BLACKROCK ▇▇▇▇▇ CAPITAL CORPORATION NOTE PURCHASE AGREEMENT Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, and to conduct evaluations and appraisals of the Company’s computation of the Borrowing Base and the assets included in the Borrowing Base, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that such visitation rights set forth in this clause (a) may only the Company or the applicable Subsidiary shall be exercised once per calendar year for all holders entitled to have its representatives and advisors present during any visit to its offices and properties or inspection of the Notes, collectively, on a mutually agreed dateits books and records; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries) and to conduct evaluations and appraisals of the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice Company’s computation of the Borrowing Base and the opportunity to be present during such discussions)assets included in the Borrowing Base, all at such reasonable times and as often as may be reasonably requested, provided that the Company or the applicable Subsidiary shall be entitled to have its representatives and advisors present during any visit to its offices and properties or inspection of its books and records.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional InvestorInvestor and not a Competitor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) 10 Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as North Haven Private Income Fund LLC Note Purchase Agreement a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) 10 Business Days’ prior notice to the Company, which notice shall specify that this Section 7.3(b) applies to such visit, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (and, with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and Company (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writingduring the Company’s normal business hours ; provided, however, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders so long as no Default or Event of Default then exists, the Notesholders, collectively, on a mutually agreed date; andshall be permitted to make no more than two such visits during any fiscal year; (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the reasonable expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.; provided that in the case of any discussion or meeting with the independent public accountants, only if the Company has been given the opportunity to participate in such discussion; and

Visitation. The Company shall permit will permit, and will cause ▇▇▇▇▇▇ REIT to permit, the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to ▇▇▇▇▇▇ REIT or the Company, as the case may be, but only once for each Purchaser and each holder during any fiscal year (in addition to any visit with the independent public accountants described below) to visit the principal executive office of ▇▇▇▇▇▇ REIT or the Company, to discuss the affairs, finances and accounts of ▇▇▇▇▇▇ REIT, the Company and the other Obligors each Subsidiary with ▇▇▇▇▇▇ REIT’s or the Company’s officers, and (with the consent of ▇▇▇▇▇▇ REIT or the Company, as the case may be, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the independent public accountants of ▇▇▇▇▇▇ REIT and the Company may be made per fiscal year by all Purchasers and holders of Notes, such discussion shall be held on or around the end of the SAS 100 review period and that representatives of ▇▇▇▇▇▇ REIT and the Company shall be entitled to be present at any such discussion), and (with the consent of ▇▇▇▇▇▇ REIT or the Company, as the case may be, which consent will not be unreasonably withheld) to visit the other offices and properties of ▇▇▇▇▇▇ REIT, the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of ▇▇▇▇▇▇ REIT, the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes and has caused ▇▇▇▇▇▇ REIT to authorize said accountants to discuss the affairs, finances and accounts of ▇▇▇▇▇▇ REIT, the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice each Subsidiary, provided that representatives of ▇▇▇▇▇▇ REIT and the opportunity Company shall be entitled to be present during at any such discussionsdiscussion), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company Borrower shall permit the representatives of each Purchaser and each beneficial holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such beneficial holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyBorrower, (i) to visit the principal executive office of the CompanyBorrower, to discuss the affairs, finances and accounts of the Company and the other Obligors Borrower with the CompanyBorrower’s officers, and (with the consent of the CompanyBorrower, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the CompanyBorrower, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Borrower (other Obligorthan the Project), all at such reasonable times and as often as may be reasonably requested in writing; provided, however, that the Borrower shall be provided with an opportunity to be present at any such visitation rights set forth in this clause discussion with such accountants and (aii) may only be exercised no more frequently than once per each calendar year for all holders of the NotesNoteholders (such visit to be coordinated among all of the Noteholders), collectively, on a mutually agreed dateto visit the Project; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Borrower to visit and inspect the Project or any of the offices or properties of the Company or any other ObligorBorrower, to examine all their respective of its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective its affairs, finances and accounts with their respective its officers and independent public accountants (and by this provision the Company Borrower authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsBorrower), all at such reasonable times and as often as may be reasonably requested; provided, however, that the Borrower shall be provided with an opportunity to be present at any such discussion with such accountants; provided, however, that the Borrower (except to the extent of the Borrower’s, ▇▇▇▇▇ ▇▇▇’s or any of their Affiliates’ negligence or misconduct) shall not be liable for any injury to, or the death of, any person participating in the exercise of such inspection rights.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion ▇▇▇▇▇▇ REALTY, L.P. NOTE PURCHASE AGREEMENT with the Company’s independent public accountants shall be made per fiscal year by all Purchasers and holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of the Company shall be permitted to be present at any such meeting), and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that only one such visitation rights set forth in this clause (a) may only visit or one such discussion shall be exercised once made per calendar fiscal year for all holders by each Purchaser or holder of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries (provided that the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable Company shall receive written notice of such meeting and representatives of the opportunity Company shall be entitled (but not required) to be present during at any such discussionsmeeting)), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other Obligor, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other Obligor, to examine all their respective books of account, records, reports and other papers, to make copies therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions), all at such reasonable times and as often as may be reasonably requested.. ▇. ▇▇▇▇ ▇▇▇▇▇ OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT

Visitation. The Company and the Trust shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyCompany and the Trust, to visit the principal executive office of the CompanyCompany and the Trust, to discuss the affairs, finances and accounts of the Company Company, the Trust and the other Obligors their respective Subsidiaries with the Company’s and the Trust’s officers, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and the Trust and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Trust to visit and inspect any of the offices or properties of the Company and the Trust or any other Obligorof their Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company and the Trust authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice Trust and the opportunity to be present during such discussionstheir respective Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ prior written notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors Subsidiary Guarantors with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary Guarantor, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company Company, and upon at least ten (10) Business Days’ prior written notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary Guarantor, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiary Guarantors), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser, each Additional Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser, Additional Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s 's officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such any time during normal business hours and with reasonable times and as often as may advance notice (it being understood that at least one Business Day advance notice shall be reasonably requesteddeemed to constitute reasonable advance notice).

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Company’s independent public accountants shall be made per fiscal year by all Purchasers and holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of the Company shall be permitted to be present at any such meeting), and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that only one such visitation rights set forth in this clause (a) may only visit or one such discussion shall be exercised once made per calendar fiscal year for all holders by each Purchaser or holder of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries (provided that the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable Company shall receive written notice of such meeting and representatives of the opportunity Company shall be entitled (but not required) to be present during at any such discussionsmeeting)), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or such holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyCompany and during normal business hours and not more often than once during any calendar year, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries, if any, with the Company’s officers, and (and, with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and Company (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders visit will not unduly interfere with the operation or management of the Notes, collectively, on a mutually agreed dateCompany’s business; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the reasonable expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary upon reasonable prior notice to the Company and during normal business hours, to examine all their respective relevant books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants in each case, while accompanied by personnel of the Company (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries, if any), all at such reasonable times and as often as may be reasonably requested, provided that such inspection shall not unduly interfere with the operations or management of the Company’s business.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investor: (a) No Default — if no Event of Default then exists and is continuing, at the expense of such holder and upon at least ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other Obligor, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an Event of Default then exists and is continuing, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other Obligor, to examine all their respective books of account, records, reports and other papers, to make copies therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions), all at such reasonable times and as often as may be reasonably requested.. BUSINESS.33079804.1 Fidelity Private Credit Fund Note Purchase Agreement

Visitation. The Company Issuer shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser and such holder and upon at least ten (10) Business Days’ reasonable prior notice to the CompanyIssuer, to visit the principal executive office of the CompanyIssuer, to discuss the affairs, finances and accounts of the Company Issuer and the other Obligors its Subsidiaries with the CompanyIssuer’s officers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Issuer’s independent public accountants shall be made per fiscal year by all Purchasers and such discussion shall be held on or around the end of the SAS 100 review period), and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company Issuer and each other ObligorSubsidiary, all at Retail Properties of America, Inc. Note Purchase Agreement such reasonable times and as often as may be reasonably requested in writing; provided that such Purchaser shall only be permitted to make one such visit or have one such discussion per fiscal year and, provided, further that no such visitation rights set forth in this clause request by any Purchaser may be made within the six (a6) may only be exercised once per calendar year for month period following the date of any all-Purchasers’ visiting date wherein all holders of the Notes, collectively, on a mutually agreed datePurchasers are invited by Issuer to its principal executive office; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Issuer to visit and inspect any of the offices or properties of the Company Issuer or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Company Issuer and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions)its Subsidiaries, all at such reasonable times and as often as may be reasonably requested).

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company Company, the Trust and the other Obligors its Restricted Subsidiaries with the Company’s or the Trust’s officers/management, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and withheld) the opportunity to be present during such discussions) its Trust’s independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company Company, the Trust and each other Obligorits Restricted Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorCompany, the Trust and its Restricted Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Company, on its own behalf and on behalf of the Trust and its Restricted Subsidiaries, authorizes said accountants to discuss the affairs, finances and accounts of the Company Company, the Trust and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Restricted Subsidiaries), all at such reasonable times and as often as may be reasonably requestedrequested in writing.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee withheld) its independent public accountants (provided that the Company is given reasonable notice and the opportunity to be present during for such discussions) its independent public accountants), and (with the consent of the Trust or the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times during normal business hours and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may provided that, so long as no Event of Default exists, the Company shall only be exercised once per required to pay the reasonable and documented expenses for one such visit during any calendar year for all holders of the Notes, collectively, on a mutually agreed dateyear); and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes authorize said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries provided that the other Obligors so long as a Senior Financial Officer or his or her delegee Company is given reasonable notice and the opportunity to be present during for such discussions), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company Issuer shall, and shall cause Elk Hills Power to, permit the representatives of each Purchaser and each holder of a Note that, in each case, is an Institutional Investorthe Required Holders: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder Purchaser or holder, subject to the Elk Hill Power’s on-site safety requirements and upon at least ten fifteen (1015) Business Days’ days prior notice to the CompanyIssuer Parties, to visit the Project and the principal executive office of the CompanyIssuer, to examine books of account, records, reports and other papers and to discuss the affairs, finances and accounts of the Company and the other Obligors relevant Issuer Party with the Companyrelevant Issuer Party’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussions) its independent public accountants, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other Obligorits independent public accountants, all at such reasonable times and without undue disturbance to the relevant Issuer Party’s commercial operations and during normal business hours and as often as may be reasonably requested in writing; provided, that that, so long as no Default or Event of Default has occurred and is continuing, no representative of the Required Holders may make any such visitation rights set forth in this clause (a) may only be exercised visit more frequently than once per calendar year for all holders year; provided, further, that the relevant Issuer Party shall have the right to keep confidential from such persons any information (i) that the Issuer reasonably believes to be in the nature of trade secrets or (ii) the Notes, collectively, on disclosure of which the Issuer in good faith reasonably believes could violate an obligation of confidentiality required by law or by agreement with a mutually agreed datethird party; and (b) if a Default — if an or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, Issuer to visit and inspect any of the offices or properties of the Company or any other Obligorrelevant Issuer Party, to examine all their respective its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective its officers and independent public accountants (and by this provision the Company Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsrelevant Issuer Party), all at such reasonable times and as often as may be requested; provided, that the Issuer shall have the right to keep confidential from such persons any information (i) that the Issuer reasonably requestedbelieves to be in the nature of trade secrets or (ii) the disclosure of which the Issuer in good faith reasonably believes could violate an obligation of confidentiality required by law or by agreement with a third party.

Visitation. The Company shall permit the representatives of each Purchaser and each holder Holder of a Note that, in each case, Bonds that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists and is continuingexists, at the expense of such holder Holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors with the Company’s officersSenior Financial Officers, and (with the prior written consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the prior written consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorCompany, all at such reasonable times and as often during business hours as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — - if an a Default or Event of Default then exists and is continuingexists, at to visit the expense principal executive office of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other Obligor, to examine all their respective of its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective its affairs, finances and accounts with their respective officers the Senior Financial Officers of the Company and its independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsCompany), all at such reasonable times during business hours and as often as may reasonably be reasonably requestedrequested in writing. The Company will reimburse any Holder that is an Institutional Investor for any reasonable out-of-pocket expenses which it may incur pursuant to this Section 7.3(b) within thirty days of being presented with appropriate documentation with respect thereto.

Visitation. The Solely for purposes of assessing and administering a holder’s investment in any Notes (or any conditional capital contributions into which all or any part of any Notes shall have been converted in accordance with Section 9) and the exercise of rights and remedies relating thereto, the Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested by such holder not more than once in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders any period of the Notes, collectively, on a mutually agreed datetwelve consecutive months; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested. Information and other materials provided to any holder pursuant to this Section 7.3 shall be subject to the provisions of Section 23, and the Company’s obligation to provide such information and other materials shall be subject to the provisions of Section 7.4.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such Purchaser or holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary to the extent any such right to visit is within the control of such Person, all at such reasonable times and as often as may be reasonably requested in writing; provided, that such visitation rights set forth in this clause (a) may only be exercised once per calendar year for all holders of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary to the extent any such right to visit is within the control of such Person, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionsits Subsidiaries), all at such reasonable times and as often as may be reasonably requested.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of a Note that, in each case, that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists and is continuingexists, at the expense of such holder and upon at least ten (10) Business Days’ reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the other Obligors its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the opportunity to be present during such discussionswithheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Company’s independent public accountants shall be made per fiscal year by all holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of the Company shall be permitted to be present at any such meeting), and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each other ObligorSubsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided, provided that only one such visitation rights set forth in this clause (a) may only visit or one such discussion shall be exercised once made per calendar fiscal year for all holders by each holder of the Notes, collectively, on a mutually agreed date; and (b) Default — if an a Default or Event of Default then exists and is continuingexists, at the expense of the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any other ObligorSubsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries (provided that the other Obligors so long as a Senior Financial Officer or his or her delegee is given reasonable Company shall receive notice of such meeting and representatives of the opportunity Company shall be entitled (but not required) to be present during at any such discussionsmeeting)), all at such reasonable times and as often as may be reasonably requested.