Common use of Visitation Clause in Contracts

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officers, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any 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 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 its Subsidiaries), all at such times and as often as may be 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 Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable 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 its Subsidiaries 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 OfficersOfficer 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 during normal business hours the other offices and properties of the Company and each Subsidiaryother 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 a Default or an Event of Default then existsexists 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 Subsidiaryother Obligor, 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 Senior Financial Officers 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 Subsidiariesthe 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, 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 holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the such Constituent Company’s Senior Financial Officersofficers, and (with the consent of such Constituent Company, which consent will not be unreasonably withheld, and in the presence of representatives of such Company) its independent public accountants, and (with the consent of such Constituent Company, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the such Constituent Company and each Subsidiaryof its Subsidiaries, all at such reasonable times and as often (within normal business hours) as may be reasonably requested in writing, but no more than twice in any fiscal year; and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyConstituent Companies and upon reasonable prior notice, to visit and inspect any of the offices or properties of the a Constituent Company or any Subsidiaryof 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 Senior Financial Officers 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 its Subsidiaries), all at such 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 Company and the Trust shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon 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 its their respective Subsidiaries with the Company’s Senior Financial Officersand the Trust’s officers, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company and the Trust, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and the Trust and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company and the Trust to visit and inspect any of the offices or properties of the Company and the Trust or any Subsidiaryof 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 Senior Financial Officers 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 its the Trust and their respective Subsidiaries), all at such times and as often as may be 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 Company Each of the Issuer and the General Partner shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries with the Companysuch Person’s Senior Financial Officers, and officers or (with the consent of the Companysuch Person, which consent will not be unreasonably withheld) to visit during normal business hours 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 Subsidiarysuch 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 that the Issuer and the General Partner shall be entitled (but not required) to be present at the visitation of any of its offices or properties not constituting its principal executive office or with its independent public accountants; and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyIssuer and the General Partner, to visit and inspect any of the offices or properties of the Company such Person or any Subsidiaryof 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 Senior Financial Officers 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 its Subsidiaries), all at such reasonable times and as often as may be requestedrequested in writing, provided that prior the Issuer and the General Partner shall be entitled (but not required) to disclosure of be present at any material non such visitation with its independent 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 20accountants.

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be requested, provided that prior to disclosure of any material non public information pursuant to this . (c) Notwithstanding anything in Section 7.3, neither the holders 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 Notes shallPurchaser, if requested by the Company, provide the Company with use commercially reasonable assurance that efforts to obtain permission for such disclosure will and, in the event permission cannot be held in confidence in accordance with obtained, furnish such information regarding the requirements matters to which such information relates as can reasonably be furnished without violation of Regulation FD promulgated such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the SEC, subject to the last sentence disclosure of Section 20which might waive such privilege.

Visitation. The Company Issuer shall permit permit, and will cause the Parent to permit, the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its the Subsidiaries with the CompanyParent’s Senior Financial Officersor 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) its independent public accountants (it being understood and 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 the Issuer, as the case may be, shall receive reasonable prior notice of, and shall be entitled (but not required) to be present at, any such meeting), and (with the consent of the Parent or the Issuer, as the case may be, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Parent, the Issuer and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each holder of Notes; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Issuer to visit and inspect any of the offices or properties of the Company Parent, the Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, therefrom and to discuss their respective affairs, finances and accounts with their respective Senior Financial Officers 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 its Subsidiariesthe Subsidiaries (provided, that representatives of the Parent and the Issuer shall receive reasonable prior notice of, and shall be entitled (but not required) to be present at, any such discussion), all at such times and as often as may be 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 Parent REIT and the Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the CompanyParent REIT, which consent will not be unreasonably withheld and presence of the Parent REIT if requested by the Parent REIT) its independent public accountants, and (with the consent of the Parent REIT, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each SubsidiaryParties, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Parent REIT and the Company to visit and inspect any of the offices or properties of the Company or any SubsidiaryParties, 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 Senior Financial Officers 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 its SubsidiariesParties), all at such times and as often as may be 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 Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable 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 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 OfficersOfficer 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 during normal business hours the other offices and properties of the Company and each 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; and (b) Default — if a Default or an Event of Default then existsexists 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 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 Senior Financial Officers 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), 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 Company shall permit the representatives of each holder of Notes that is an Institutional Investora Note: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable at least 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 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 OfficersOfficer or his or her delegee is present during such discussions) its independent public accountants, 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 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; and (b) Default — if a Default or an Event of Default then existsexists and is continuing, at the expense of the Company and upon at least 10 Business Days’ prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 SubsidiariesSubsidiaries so long as a Senior Financial Officer or his or her delegee is present during such discussions), 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 Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld, and in the presence 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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often (within normal business hours) as may be reasonably requested in writing, but no more than twice in any fiscal year; and (b) Default — - if a Default or Event of Default then exists, at the expense of the CompanyCompany and upon reasonable prior notice, to visit and inspect any of the offices or properties of the Company or any Subsidiary, 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 Senior Financial Officers 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), all at such 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 Company shall permit the representatives of each holder of Notes that is an Institutional Investora Note: (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants (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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each holder of Notes; and (b) Default — - if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such reasonable times and as often as may be 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 reasonably 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 20writing.

Visitation. The Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 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 be exercised only once per calendar year for each holder of a Note; and (b) Default — if a Default or Event of Default then existsexists 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 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 Senior Financial Officers 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), all at such reasonable times and as often as may be 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 reasonably 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 20writing.

Visitation. The Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld, and in the presence 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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often (within normal business hours) as may be reasonably requested in writing, but no more than twice in any fiscal year; and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyCompany and upon reasonable prior notice, to visit and inspect any of the offices or properties of the Company or any Subsidiary, 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 Senior Financial Officers 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), all at such 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 Company shall permit the representatives of each Purchaser and each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) 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, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be 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 holder of Notes that is an Institutional Investora Significant Holder: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the such Constituent Company’s Senior Financial Officersofficers, and (with the consent of such Constituent Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of such Constituent Company, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the such Constituent Company and each Subsidiaryof its Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, such Constituent Company to visit and inspect any of the offices or properties of the such Constituent Company or any Subsidiaryof 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 Senior Financial Officers 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 its Subsidiaries), all at such times and as often as may be 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 Parent and the Company shall permit the representatives of each Purchaser or holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its their Subsidiaries with the Parent or the Company’s Senior Financial Officersofficers, and (with the consent of the Parent, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent or 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 SubsidiarySubsidiary 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; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Parent, the Company or any SubsidiarySubsidiary 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 Senior Financial Officers 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 its their Subsidiaries), all at such times during regular business hours and as often as may be 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 Company Obligors shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, once each calendar year at the expense of such Purchaser or such holder and upon 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 its their Subsidiaries with the Company’s Senior Financial OfficersObligors’ officers, and (with the consent of the Company, which consent will not be unreasonably withheld, but subject to the rights of tenants) to visit during normal business hours the other offices and properties of the Company Obligors and each Subsidiary, all at such reasonable times and as often in each case, once each calendar year as may be reasonably requested in writingwriting and at a time mutually agreed with the Company; and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyObligors and subject to the rights of tenants, to visit and inspect any of the offices or properties of the Company Obligors or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefromtherefrom (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 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 its Subsidiaries)officers , all at such times and as often as may be requested. Lineage Logistics, 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.LLC Note Purchase Agreement

Visitation. The Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be requested, ; provided that prior no holder of Notes shall be entitled to disclosure of any material non public examine or make copies or abstracts of, or otherwise obtain information pursuant to this Section 7.3with respect to, the holders of the Notes shall, Company’s records relating to pending or threatened litigation if requested by the Company, provide (i) the Company determines after consultation with reasonable assurance that counsel qualified to advise on such disclosure will be held in confidence in accordance with matters that, notwithstanding the confidentiality requirements of Regulation FD promulgated by the SEC, subject to the last sentence 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 Obligors shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, once each calendar year at the expense of such Purchaser or such holder and upon 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 its their Subsidiaries with the Company’s Senior Financial OfficersObligors’ officers, and (with the consent of the Company, which consent will not be unreasonably withheld, but subject to the rights of tenants) to visit during normal business hours the other offices and properties of the Company Obligors and each Subsidiary, all at such reasonable times and as often in each case, once each calendar year as may be reasonably requested in writingwriting and at a time mutually agreed with the Company; and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyObligors and subject to the rights of tenants, to visit and inspect any of the offices or properties of the Company Obligors or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefromtherefrom (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 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 its Subsidiaries)officers , all at such times and as often as may be 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 Company shall permit the representatives of each holder of Notes Bonds that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (and, with the consent of the Company, Company (which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at during the Company’s normal business hours; provided, however, that so long as no Default or Event of Default then exists, the holders, collectively, shall be permitted to make no more than two such reasonable times and as often as may be reasonably requested in writingvisits during any fiscal year; andLaclede Gas Company Bond Purchase Agreement (b) Default — if a Default or Event of Default then exists, at the reasonable expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be requested, ; provided that prior to disclosure in the case of any material non discussion or meeting with the independent public information pursuant to this Section 7.3accountants, the holders of the Notes shall, only if requested by the Company, provide the Company with reasonable assurance that has been given the opportunity to participate in 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.discussion; and

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — − if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) and with an opportunity for one or more Responsible Officers to be present, it being understood that the failure of such Responsible Officers to be present shall not preclude the representatives of such holder 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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — − if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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) so long as one or more Responsible Officers has an opportunity to be present, it being understood that the failure of such Responsible Officers to be present shall not preclude the representatives of such holder from proceeding with such meeting), all at such times and as often as may be 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 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 Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon 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 its the Subsidiaries with the CompanyParent’s Senior Financial Officersor 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) its independent public accountants (it being understood and 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 the Issuer, as the case may be, shall receive reasonable prior notice of, and shall be entitled (but not required) to be present at, any such meeting), and (with the consent of the Parent or the Issuer, as the case may be, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Parent, the Issuer and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each Purchaser or holder of Notes; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Issuer to visit and inspect any of the offices or properties of the Company Parent, the Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, therefrom and to discuss their respective affairs, finances and accounts with their respective Senior Financial Officers 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 its Subsidiariesthe Subsidiaries (provided, that representatives of the Parent and the Issuer shall receive reasonable prior notice of, and shall be entitled (but not required) to be present at, any such discussion), all at such times and as often as may be 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 Company Obligors shall permit the representatives of each Purchaser and holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officerstheir officers, and (with the consent of the CompanyObligors, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Obligors, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Parent and each Subsidiary, all at such reasonable times during ordinary business hours and as often as may be reasonably requested in writingno more than once per calendar year for all such Purchasers and holders; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Obligors to visit and inspect any of the offices or properties of the Company any Obligor or any 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 Senior Financial Officers 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 its their Subsidiaries), all at such times during ordinary business hours and as often as may be 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 Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor:Investor (other than any Sanctioned Holder): (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such Purchaser or holder and upon reasonable 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 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 be exercised only once per calendar year for each holder of a Note; and (b) Default — if a Default or Event of Default then existsexists 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 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 Senior Financial Officers 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), all at such reasonable times and as often as may be 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 reasonably 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 20writing.

Visitation. The Company shall permit the representatives of each Purchaser, each Additional Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser, Additional Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times any time during normal business hours and as often as may be 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 advance notice (it being understood that such disclosure will at least one Business Day advance notice shall be held in confidence in accordance with the requirements of Regulation FD promulgated by the SEC, subject deemed to the last sentence of Section 20constitute reasonable advance notice).

Visitation. The Each Constituent Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Event of Default — - if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the such Constituent Company’s Senior Financial Officersofficers, and (with the consent of such Constituent Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of such Constituent Company, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the such Constituent Company and each Subsidiaryof its Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — - if a Default or an Event of Default then exists, at the expense of the Company, such Constituent Company to visit and inspect any of the offices or properties of the such Constituent Company or any Subsidiaryof 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 Senior Financial Officers 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 its Subsidiaries), all at such times and as often as may be 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 Company shall permit the representatives of each Purchaser (prior to the Closing) and each holder of Notes a Note (after the Closing) that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 its Subsidiaries)accountants, all at such times and as often as may be requested, provided that prior to disclosure of any material non public information pursuant to this Section 7.3, the holders . Each holder of the Notes shall, if requested by agrees to keep confidential any Confidential Information received as a result of the Company, provide rights granted in this Section 7 in the Company with reasonable assurance that such disclosure will be held manner provided in confidence in accordance with the requirements of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20.

Visitation. The Company shall permit the representatives of each holder of Notes MRP Shares that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (and, with the consent of the Company, Company (which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writingnot more than twice each calendar year; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be reasonably requested. Tortoise MLP Fund, provided that prior 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 disclosure purchase, redeem or retire, any shares of any material non public information the MRP Shares other than 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 and in accordance with the requirements applicable provisions of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20Articles Supplementary.

Visitation. The Company shall, and shall cause each other Note Party to, permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Companysuch Note Party, to visit the principal executive office of the Companysuch Note Party, to discuss the affairs, finances and accounts of the Company such Note Party and its Subsidiaries with the Companyeach Note Party’s Senior Financial Officersofficers, and (with the consent of such Note Party, which consent will not be unreasonably withheld) its independent public accountants (it being understood and agreed that only one such request for a discussion with each Note Party’s independent public accountants shall be American Assets Trust, L.P. Note Purchase Agreement made per fiscal year by all holders and such discussion shall be held on or around the Companyend of the SAS 100 review period and that representatives of such Note Party shall be entitled to be present at any such meeting), and (with the consent of such Note Party, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company such Note Party and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; andprovided that only one such visit or one such discussion shall be made per fiscal year by each holder; (b) Default — - if a Default or Event of Default then exists, at the expense of the Company, such Note Party to visit and inspect any of the offices or properties of the Company such Note Party or any 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 Senior Financial Officers officers and independent public accountants (and by this provision the Company such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Company such Note Party and its SubsidiariesSubsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often as may be 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 Company Obligors shall permit the representatives of each Purchaser and each holder of 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, at the expense of such Purchaser or such holder (except for the work of the Financial Advisor) and upon 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 its their Subsidiaries with the Companyeach Obligor’s Senior Financial Officersofficers, and (with the consent of the Companysuch Obligor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of such Obligor, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Parent Guarantor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — at any time during the period from the Fifth Amendment Effective Date through the date, if any, on which the Tech Business Sale is consummated or at any time thereafter if a Default or Event of Default then exists, at the expense of the Company, Obligors to visit and inspect any of the offices or properties of the Company any Obligor or any 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 Senior Financial Officers 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 its Subsidiaries)accountants, all at such 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 Company Each Obligor shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — -- if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with such Obligor's officers, and (with the consent of the Company’s Senior Financial Officers, which consent will not be unreasonably withheld) its independent public accountants, 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 such Obligor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — -- if a Default or Event of Default then exists, at the expense of the Obligors (which shall not exceed the reasonable expenses incurred by such holder), upon reasonable prior notice to the Company, to visit and inspect any of the offices or properties of the Company any Obligor or any 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 Senior Financial Officers 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 its 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 Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries Obligor Parties with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants (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 during normal business hours the other offices and properties of the Company and each SubsidiaryObligor Parties, all at such reasonable times and as often as may be reasonably requested in writing; andand ITT Holdings LLC Note Purchase Agreement (b) Default — if a Default or an Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be 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 prior promptly after determining that the Company is not permitted to disclosure 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 material non public information pursuant to that the Company is prohibited from disclosing under any of the circumstances described in 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 Company Borrower shall permit the representatives of each beneficial holder of Notes that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such beneficial holder and upon 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 its Subsidiaries Borrower with the CompanyBorrower’s Senior Financial Officersofficers, and (with the consent of the CompanyBorrower, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Borrower, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each SubsidiaryBorrower (other than 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 discussion with such accountants and (ii) no more frequently than once each calendar year for all of the Noteholders (such visit to be coordinated among all of the Noteholders), to visit the Project; and (b) Default — - if a Default or Event of Default then exists, at the expense of the Company, Borrower to visit and inspect the Project or any of the offices or properties of the Company or any SubsidiaryBorrower, 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 Senior Financial Officers 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 its SubsidiariesBorrower), all at such times and as often as may be 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 prior the Borrower (except to disclosure of any material non public information pursuant to this Section 7.3, the holders extent of the Notes shallBorrower’s, if requested by ▇▇▇▇▇ ▇▇▇’s or any of their Affiliates’ negligence or misconduct) shall not be liable for any injury to, or the Companydeath of, provide any person participating in the Company with reasonable assurance that exercise of 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 20inspection rights.

Visitation. The Company Issuer shall, and shall cause Elk Hills Power to, permit the representatives of each holder of Notes that is an Institutional Investorthe Required Holders: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder Purchaser or holder, subject to the Elk Hill Power’s on-site safety requirements and upon reasonable at least fifteen (15) 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 its Subsidiaries relevant Issuer Party with the Companyrelevant Issuer Party’s Senior Financial Officersofficers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each Subsidiaryits 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, so long as no Default or Event of Default has occurred and is continuing, no representative of the Required Holders may make any such visit more frequently than once per calendar 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 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; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Issuer to visit and inspect any of the offices or properties of the Company or any Subsidiaryrelevant 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 Senior Financial Officers 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 its Subsidiariesrelevant Issuer Party), all at such times and as often as may be requested; provided, provided that prior the Issuer 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 disclosure of any material non public information pursuant to this Section 7.3, which the holders Issuer in good faith reasonably believes could violate an obligation of the Notes shall, if requested confidentiality required by the Company, provide the Company law or by agreement 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 20a third party.

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:: Cleco Power LLC Note Purchase Agreement (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, 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 Subsidiary, 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 writingwriting and such visit will not unduly interfere with the operations or management of the Company’s business; and (b) Default — - if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 its Subsidiaries), all at such times and as often as may be requested, ; provided that prior 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 be expected (i) to give rise to a waiver of any material non public information pursuant to this Section 7.3, the holders attorney/client privilege of the Notes shallCompany 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, if requested by 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, provide further, that in the case of any discussion with the accountants, only if the Company with reasonable assurance that such disclosure will be held has been given the opportunity to participate in confidence in accordance with the requirements of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20discussion.

Visitation. The Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants so long as an officer of the Company is permitted to participate, 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 Subsidiary, all at such reasonable times and during normal business hours as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company and upon reasonable prior notice to the Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers officers and its independent public accountants so long as an officer of the Company is permitted to participate (and by this provision and subject to the preceding language in this clause (b) the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such 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 Company Obligors shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its their Subsidiaries with the Guarantor’s or the Company’s Senior Financial Officersofficers, and (with the consent of the Guarantor or the Company, as the case may be, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of its independent public accountants (it being understood that the Company and each Subsidiary, all the Guarantor may be present at such reasonable times and as often as may be reasonably requested in writingmeeting with such accountants); and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Obligors to visit and inspect any of the offices or properties of the Guarantor, the Company or any 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 Senior Financial Officers 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 its Subsidiariesthe Guarantor may be present at any such meeting with such accountants), all at such times and as often as may be 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 Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants (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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each Purchaser or holder of Notes; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 SubsidiariesSubsidiaries (provided that the Company shall receive written notice of such meeting and representatives of the Company shall be entitled (but not required) to be present at any such meeting)), all at such 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 Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officers's officers, 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 Subsidiary, 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; and (b) Default — - if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be requested, ; provided that prior 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 be expected (i) to give rise to a waiver of any material non public information pursuant to this Section 7.3, the holders attorney/client privilege of the Notes shall, if requested by the Company, provide Company or any of its Subsidiaries relating to such information or (ii) to be otherwise materially disadvantageous to the Company with reasonable assurance or any of its Subsidiaries in the defense of such litigation; and provided, further, that such disclosure will be held in confidence in accordance the case of any discussion with the requirements of Regulation FD promulgated by accountants, only if the SEC, subject Company has been given the opportunity to participate in the last sentence of Section 20.discussion. Cleco Power LLC Note Purchase Agreement

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Subsidiary, 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 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; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 Company’s computation of the Borrowing Base and the assets included in the Borrowing Base, all at such times and as often as may be 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 or the applicable Subsidiary shall be held in confidence in accordance with the requirements entitled to have its representatives and advisors present during any visit to its offices and properties or inspection of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20its books and records.

Visitation. The Company shall permit permit, and shall cause Sharyland, New Owner and New Operator to permit, the representatives of each holder Holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder Holder (or in the case of the Collateral Agent, the Holders) and upon reasonable prior notice to the Companynotice, to visit the principal executive office of the Companysuch Person, to discuss the affairs, finances and accounts of the Company and its Subsidiaries such Person with the Companysuch Person’s Senior Financial Officersofficers, and (with the consent of such Person, which consent will not be unreasonably withheld) its independent public accountants, and (with the CompanySCHEDULE A-18 consent of such Person, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each Subsidiarysuch Person, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any Subsidiarysuch 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 Senior Financial Officers 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 SubsidiariesCompany), all at such 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 Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (and, with the consent of the Company, Company (which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at during the Company’s normal business hours ; provided, however, that so long as no Default or Event of Default then exists, the holders, collectively, shall be permitted to make no more than two such reasonable times and as often as may be reasonably requested in writing; andvisits during any fiscal year; (b) Default — if a Default or Event of Default then exists, at the reasonable expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be requested, ; provided that prior to disclosure in the case of any material non discussion or meeting with the independent public information pursuant to this Section 7.3accountants, the holders of the Notes shall, only if requested by the Company, provide the Company with reasonable assurance that has been given the opportunity to participate in 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.discussion; and

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Active Restricted Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Active Restricted Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company and upon 3 Business Days prior written notice to the Company, to visit and inspect any of the offices or properties of the Company or any 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 (and all such information shall be deemed Confidential Information hereunder) with their respective Senior Financial Officers 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), all at such times and as often as may be 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 Company Parent Guarantor shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Restricted Subsidiaries with the CompanyParent Guarantor’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Parent Guarantor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Parent Guarantor to visit and inspect any of the offices or properties of the Company Parent Guarantor or any Restricted 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 Senior Financial Officers 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 its Restricted Subsidiaries), all at such times and as often as may be requested; and (c) Collateral Reports — no more frequently than once during each calendar year, provided that prior 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 disclosure the holders of any material non public information pursuant to this Section 7.3the Notes, or, if the Required Holders so elect, will cooperate with the holders of the Notes shallin the holders’ obtaining, if requested 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, 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.); and

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable 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 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 OfficersOfficer 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 during normal business hours the other offices and properties of the Company and each 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 a Default or an Event of Default then existsexists 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 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 Senior Financial Officers 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 SubsidiariesSubsidiaries 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, 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 Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld and subject to any safety procedures/training requested by the Company) to visit during normal business hours the other offices and properties of the Company and each SubsidiaryVessel, all at such reasonable times and as often as may be reasonably requested in writing, provided that such 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 any fiscal year; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company and 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 SubsidiaryVessel, 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 Senior Financial Officers 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 its SubsidiariesCompany), all at such times and as often as may be requested, provided that prior such Purchasers and holders shall use their commercially reasonable efforts to disclosure of coordinate any material non public information pursuant such activities so as to this Section 7.3, the holders of minimize the Notes shall, if requested by the Company, provide cost to 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 20thereof.

Visitation. The Company and the Trust shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder and upon 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 its their respective Subsidiaries with the Company’s Senior Financial Officersand the Trust’s officers, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company and the Trust, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and the Trust and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — - if a Default or Event of Default then exists, at the expense of the Company, Company and the Trust to visit and inspect any of the offices or properties of the Company and the Trust or any Subsidiaryof 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 Senior Financial Officers 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 its the Trust and their respective Subsidiaries), all at such times and as often as may be 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 Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if If no Default Default, Manager Termination Event or Event of Default then exists, at the expense Issuer shall permit the representatives of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officers, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyNoteholder that is an Institutional Investor, to visit and inspect any of the offices or properties of the Company or any SubsidiaryIssuer, 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 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 its Subsidiaries)accounts, all at such times as may be reasonably requested and as often as may be requested, all at such reasonable times and as often as may be reasonably requested in writing. (b) If a Default, Manager Termination Event or Event of Default exists, the Issuer shall permit the representatives of each Noteholder that is an Institutional Investor, at the expense of the Issuer, upon reasonable prior notice, to visit and inspect the offices or properties of the Issuer, to examine all its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss its affairs, finances and accounts, all at such times as may be reasonably requested and as often as may be requested. (c) Any visits contemplated by Section 7.02(a) shall be at the expense of the requesting party, provided that prior to disclosure the Issuer shall reimburse the reasonable travel expenses of any material non public information pursuant 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 7.3, 7.02 shall be at the holders sole expense of the Notes shall, if requested by the Company, provide the Company with reasonable assurance that such disclosure will be held Issuer and not limited in confidence in accordance with the requirements of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20number.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional InvestorInvestor and not a Competitor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable at least 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 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 OfficersOfficer 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 during normal business hours the other offices and properties of the Company and each 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; and (b) Default — if a Default or an Event of Default then existsexists and is continuing, at the expense of the Company and upon at least 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 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 Senior Financial Officers 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 its 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 Company shall permit the representatives of each holder of Notes a Note that is an Institutional InvestorInvestor : (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants (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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing, provided that only one such visit or one such discussion shall be made per fiscal year by each holder of Notes; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such reasonable times and as often as may be 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 reasonably 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 20writing.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such Purchaser or such holder and upon reasonable 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 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 be exercised only once per calendar year for each holder of a Note; and (b) Default — if a Default or Event of Default then existsexists 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 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 Senior Financial Officers 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), 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.. TriplePoint Venture Growth BDC Corp. Note Purchase Agreement

Visitation. The Company shall permit the representatives of each holder of Notes Holder that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder Holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent registered public accounting firm, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 its Subsidiaries), all at such times and as often as may be requested, provided that prior to disclosure . (c) Confidentiality — notwithstanding the foregoing provisions of any material non public information pursuant to this Section 7.3, the holders of the Notes shallCompany shall not be obligated to permit any such Holder to so visit, if requested by the Companydiscuss, provide 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 with reasonable assurance (it being understood 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 provisions of Section 2015 shall constitute provisions reasonably satisfactory for this purpose).

Visitation. The Company shall permit will permit, and will cause ▇▇▇▇▇▇ REIT to permit, the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries each Subsidiary with ▇▇▇▇▇▇ REIT’s or the Company’s Senior Financial Officersofficers, and (with the consent of ▇▇▇▇▇▇ REIT or the Company, as the case may be, which consent will not be unreasonably withheld) its independent public accountants (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 during normal business hours the other offices and properties of ▇▇▇▇▇▇ REIT, the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of ▇▇▇▇▇▇ REIT, the Company or any 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 Senior Financial Officers 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 its Subsidiarieseach Subsidiary, provided that representatives of ▇▇▇▇▇▇ REIT and the Company shall be entitled to be present at any such discussion), all at such times and as often as may be 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 Company shall permit the representatives of Prudential (only during the Issuance Period) and each holder of Notes a Note 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, at the expense of Prudential or such holder holder, as the case may be, and upon 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 its Restricted Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Restricted Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any Restricted 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 Senior Financial Officers 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), all at such times and as often as may be 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 Company shall permit permit, and shall cause the Parent to permit, the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries each Subsidiary with the Parent’s or the Company’s Senior Financial Officersofficers, and (with the consent of the Parent or the Company, as the case may be, which consent will not be unreasonably withheld) its independent public accountants (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 during normal business hours the other offices and properties of the Parent, the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Parent, the Company or any 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 Senior Financial Officers 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 its Subsidiarieseach Subsidiary, provided that representatives of the Parent or the Company shall be entitled to be present at any such meeting), all at such times and as often as may be 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 Company shall permit the representatives of each holder Holder of Notes Bonds that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder Holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officers, and (with the prior written consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the prior written 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 SubsidiaryCompany, all at such reasonable times and as often during business hours as may be reasonably requested in writing; and (b) Default — - if a Default or Event of Default then exists, at to visit the expense principal executive office of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, 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 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 its SubsidiariesCompany), all at such times during business hours and as often as may reasonably be requested, provided requested in writing. The Company will reimburse any Holder that prior to disclosure of is an Institutional Investor for any material non public information reasonable out-of-pocket expenses which it may incur pursuant to this Section 7.3, the holders 7.3(b) within thirty days of the Notes shall, if requested by the Company, provide the Company being presented with reasonable assurance that such disclosure will be held in confidence in accordance appropriate documentation with the requirements of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20respect 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 holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested by such holder not more than once in writingany period of twelve consecutive months; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be reasonably requested, . Information and other materials provided that prior to disclosure of any material non public information holder 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 7.3 shall be held in confidence in accordance with the requirements of Regulation FD promulgated by the SEC, subject to the last sentence provisions of Section 2023, 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 and the Trust shall permit the representatives of Prudential and each holder of Notes a Note that is an Institutional Investor: (a) a. No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its their respective Subsidiaries with the Company’s Senior Financial Officersand the Trust’s officers, and (with the consent of the CompanyCompany and the Trust, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company and the Trust, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and the Trust and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) a. Default — if a Default or Event of Default then exists, at the expense of the Company, Company and the Trust to visit and inspect any of the offices or properties of the Company and the Trust or any Subsidiaryof 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 Senior Financial Officers 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 its the Trust and their respective Subsidiaries), all at such times and as often as may be 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 Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon 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 its Subsidiaries Subsidiaries, if any, with the Company’s Senior Financial Officersofficers, and (and, with the consent of the Company, Company (which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing, provided that such visit will not unduly interfere with the operation or management of the Company’s business; and (b) Default — if a Default or Event of Default then exists, at the reasonable expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any SubsidiarySubsidiary 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 Senior Financial Officers 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 its Subsidiaries, if any), 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, such inspection shall not unduly interfere with the holders operations or management 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’s business.

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Restricted Subsidiaries with the Company’s Senior Financial Officersor the Trust’s officers/management, and (with the consent of the Company, which consent will not be unreasonably withheld) the Trust’s independent public accountants, 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 Company, the Trust and each Subsidiaryits Restricted Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any SubsidiaryCompany, 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 Senior Financial Officers 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 its Restricted Subsidiaries), all at such times and as often as may be 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 20writing.

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants (provided that the Company is given the opportunity to be present for such discussions), and (with the consent of the Trust or 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 Subsidiary, all at such reasonable times during normal business hours and as often as may be reasonably requested in writing, provided that, so long as no Event of Default exists, the Company shall only be required to pay the reasonable and documented expenses for one such visit during any calendar year); and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 SubsidiariesSubsidiaries provided that the Company is given the opportunity to be present for such discussions), all at such times and as often as may be 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 Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants (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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each Purchaser or holder of Notes; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 SubsidiariesSubsidiaries (provided that the Company shall receive written notice of such meeting and representatives of the Company shall be entitled (but not required) to be present at any such meeting)), all at such 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 Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable 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 its Subsidiaries 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 OfficersOfficer 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 during normal business hours the other offices and properties of the Company and each Subsidiaryother Obligor, all at such reasonable times and as often as may be reasonably requested in writing; andprovided, 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 HPS CORPORATE CAPITAL SOLUTIONS FUND NOTE PURCHASE AGREEMENT (b) Default — if a Default or an Event of Default then existsexists 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 Subsidiaryother Obligor, 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 Senior Financial Officers 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 Subsidiariesthe 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, 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 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 holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon 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 its Restricted Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Restricted Subsidiary, all at but in any event not more than once per year for each such reasonable times and as often as may be reasonably requested in writingholder; and (b) Default — if a Default or an Event of Default then existsexists and is continuing, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Restricted 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 Senior Financial Officers 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 Restricted Subsidiaries), all at such times and as often as may be 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 each 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 20holder.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable 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 its Subsidiaries 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 OfficersOfficer 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 during normal business hours the other offices and properties of the Company and each Subsidiaryother 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 a Default or an Event of Default then existsexists 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 Subsidiaryother Obligor, 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 Senior Financial Officers 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 Subsidiariesthe 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, 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.. BUSINESS.33079804.1 Fidelity Private Credit Fund Note Purchase Agreement

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional Investor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable 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 its Subsidiaries 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 OfficersOfficer 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 during normal business hours the other offices and properties of the Company and each Subsidiaryother 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 a Default or an Event of Default then existsexists 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 Subsidiaryother Obligor, 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 Senior Financial Officers 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 Subsidiariesthe 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, 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.. ▇. ▇▇▇▇ ▇▇▇▇▇ OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT

Visitation. The Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) 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 during normal business hours the other offices and properties of the Company and each Subsidiary, 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 request by any holder of a Note may be made within six (6) month period following the date of any all-holders visiting date wherein all holders of the Notes are invited by the Company to its principal executive officer; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be 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 Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: : (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its their Subsidiaries with the Company’s Senior Financial OfficersObligors’ officers, and (with the consent of the CompanyObligors, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Obligors, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Obligors and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyObligors (such expenses to be reasonable, documented and provided to the Company upon request) to visit and inspect any of the offices or properties of the Company Obligors or any 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 Senior Financial Officers 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 its their Subsidiaries), all at such times and as often as may be 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 Company shall permit the representatives of each Purchaser, each Additional Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such Purchaser, Additional Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officers's officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — - if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times any time during normal business hours and as often as may be 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 advance notice (it being understood that such disclosure will at least one Business Day advance notice shall be held in confidence in accordance with the requirements of Regulation FD promulgated by the SEC, subject deemed to the last sentence of Section 20constitute reasonable advance notice).

Visitation. The Company and the Guarantor shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the CompanyGuarantor, to visit the principal executive office offices of the CompanyCompany and the Guarantor, to discuss the affairs, finances and accounts of the Company Guarantor and its Subsidiaries with the Company’s Senior Financial Officersand the Guarantor’s officers, and (with the consent of the CompanyGuarantor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Guarantor, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Guarantor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company Guarantor or any 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 Senior Financial Officers officers and independent public accountants (and by this provision the Company Guarantor authorizes said accountants to discuss the affairs, finances and accounts of the Company Guarantor and its Subsidiaries), all at such times and as often as may be 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 Company shall permit the representatives of each Purchaser (prior to the Closing) and each holder of Notes a Note (after the Closing) that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 its Subsidiaries)accountants, all at such times and as often as may be requested, provided that prior to disclosure of any material non public information pursuant to this Section 7.3, the holders . Each holder of the Notes shall, if requested by agrees to keep confidential any Confidential Information received as a result of the Company, provide rights granted in this Section 7 in the Company with reasonable assurance that such disclosure will be held manner provided in confidence in accordance with the requirements of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20.. Northern Utilities, Inc. Note Purchase Agreement

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officers's officers, 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 Subsidiary, 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; and (b) Default — - if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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), all at such times and as often as may be requested, ; provided that prior 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 be expected (i) to give rise to a waiver of any material non public information pursuant to this Section 7.3, the holders attorney/client privilege of the Notes shall, if requested by the Company, provide Company or any of its Subsidiaries relating to such information or (ii) to be otherwise materially disadvantageous to the Company with reasonable assurance or any of its Subsidiaries in the defense of such litigation; and provided, further, that such disclosure will be held in confidence in accordance the case of Cleco Power LLC Note Purchase Agreement any discussion with the requirements of Regulation FD promulgated by accountants, only if the SEC, subject Company has been given the opportunity to participate in the last sentence of Section 20discussion.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 SubsidiarySubsidiary 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; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any SubsidiarySubsidiary 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 Senior Financial Officers 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), all at such times and as often as may be 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 Company Obligors shall permit the representatives of each holder of 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, at the expense of such holder (except for the work of the Financial Advisor) and upon 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 its their Subsidiaries with the Companyeach Obligor’s Senior Financial Officersofficers, and (with the consent of the Companysuch Obligor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of such Obligor, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Parent Guarantor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — at any time during the period from the Seventh Amendment Effective Date through the date, if any, on which the Tech Business Sale is consummated or at any time thereafter if a Default or Event of Default then exists, at the expense of the Company, Obligors to visit and inspect any of the offices or properties of the Company any Obligor or any 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 Senior Financial Officers 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 its Subsidiaries)accountants, all at such 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 Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld and in the presence 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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such subject to reasonable times and as often as may be reasonably requested requirements of confidentiality set forth in writingSection 20; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any SubsidiarySubsidiary 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 Senior Financial Officers 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 its Subsidiaries), all at such times and as often as may be 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 SECwriting, subject to the last sentence reasonable requirements of confidentiality set forth in Section 20.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes that a Note that, in each case, is an Institutional InvestorInvestor and not a Competitor: (a) No Default — if no Default or Event of Default then existsexists and is continuing, at the expense of such holder and upon reasonable at least 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 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 OfficersOfficer 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 during normal business hours the other offices and properties of the Company and each 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 a Default or an Event of Default then existsexists and is continuing, at the expense of the Company and upon at least 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 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 Senior Financial Officers 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), 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 Company Each Obligor shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Companysuch Obligor’s Senior Financial Officersofficers, and (with the consent of such Obligor, which consent will not be unreasonably withheld) its independent public accountants, and (with the Companyconsent of such Obligor, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties Properties of the Company such Obligor and each SubsidiarySubsidiary of such Obligor, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of 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 SubsidiaryCompany, 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 Senior Financial Officers officers and independent public accountants (and by this provision the Company such Obligor authorizes said accountants to discuss the affairs, finances and accounts of such Obligor and the Company and its SubsidiariesSubsidiaries of the Company), all at such times and as often as may be 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 Company shall permit the representatives of each holder Holder of Notes Bonds that is an Institutional Investor: (a) No Default — - if no Default or Event of Default then exists, at the expense of such holder Holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officers, and (with the prior written consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the prior written 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 SubsidiaryCompany, all at such reasonable times and as often during business hours as may be reasonably requested in writing; and (b) Default — - if a Default or Event of Default then exists, at to visit the expense principal executive office of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, 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 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 its SubsidiariesCompany), all at such times during business hours and as often as may reasonably be requested, provided requested in writing. The Company will reimburse any Holder that prior to disclosure of is an Institutional Investor for any material non public information reasonable out‑of‑pocket expenses which it may incur pursuant to this Section 7.3, the holders 7.3(b) within thirty days of the Notes shall, if requested by the Company, provide the Company being presented with reasonable assurance that such disclosure will be held in confidence in accordance appropriate documentation with the requirements of Regulation FD promulgated by the SEC, subject to the last sentence of Section 20respect thereto.

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon reasonable 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 its Subsidiaries the Subsidiary Guarantors with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, 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 SubsidiarySubsidiary Guarantor, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, 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 SubsidiarySubsidiary 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 Senior Financial Officers 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 SubsidiariesSubsidiary Guarantors), 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 Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon 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 its Subsidiaries with the Company’s Senior Financial Officersofficers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants (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 during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each holder of Notes; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company or any 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 Senior Financial Officers 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 SubsidiariesSubsidiaries (provided that the Company shall receive notice of such meeting and representatives of the Company shall be entitled (but not required) to be present at any such meeting)), all at such 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 Company Issuer shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser and such holder and upon 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 its Subsidiaries with the CompanyIssuer’s Senior Financial Officersofficers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) its independent public accountants (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 Issuer, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Issuer and each Subsidiary, 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 request by any Purchaser may be made within the six (6) month period following the date of any all-Purchasers’ visiting date wherein all Purchasers are invited by Issuer to its principal executive office; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Issuer to visit and inspect any of the offices or properties of the Company Issuer or any 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 Senior Financial Officers 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 its Subsidiaries), all at such times and as often as may be 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 Company and the Guarantor shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the CompanyGuarantor, to visit the principal executive office offices of the CompanyCompany and the Guarantor, to discuss the affairs, finances and accounts of the Company Guarantor and its Subsidiaries with the Company’s Senior Financial Officersand the Guarantor’s officers, and (with the consent of the CompanyGuarantor, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Guarantor, which consent will not be unreasonably withheld) to visit during normal business hours the other offices and properties of the Company Guarantor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, Company to visit and inspect any of the offices or properties of the Company Guarantor or any 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 Senior Financial Officers officers and independent public accountants (and by this provision the Company Guarantor authorizes said accountants to discuss the affairs, finances and accounts of the Company Guarantor and its Subsidiaries), all at such times and as often as may be 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.